CITRIX SYSTEMS INC (Form: S-8, Received: 08/08/2011 17:29:11)

Large accelerated filer

Accelerated filer

Non-accelerated filer

¨ (Do not check if a smaller reporting company)

Smaller reporting company

Registration No. 333-

As filed with the Securities and Exchange Commission on August 8, 2011

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Citrix Systems, Inc.

(Exact Name of Registrant as Specified in its Charter)


Delaware		75-2275152
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

851 West Cypress Creek Road

Fort Lauderdale, Florida 33309

(Address of Principal Executive Offices) (Zip Code)

Kaviza Inc. Amended and Restated 2008 Stock Incentive Plan (As Amended)

Kaviza Inc. 2010 Restricted Stock Unit Plan

Cloud.com, Inc. Amended and Restated 2008 Stock Incentive Plan

Cloud.com, Inc. 2011 Restricted Stock Unit Plan

Citrix Systems, Inc. Amended and Restated 2005 Equity Incentive Plan (As Amended)

(Full Title of the Plan)

David R. Friedman

Senior Vice President, Human Resources and General Counsel

Citrix Systems, Inc.

851 West Cypress Creek Road

Fort Lauderdale, Florida 33309

(Name and Address of Agent for Service of Process)

(954) 267-3000

(Telephone Number, Including Area Code, of Agent For Service)

Copies to:

Stuart M. Cable, Esq.

Goodwin Procter LLP

Exchange Place

53 State Street

Boston, Massachusetts 02109

Tel: (617) 570-1000

Fax: (617) 523-1231

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

CALCULATION OF REGISTRATION FEE



Title of Securities to be Registered	Amount to be Registered (6)	Proposed Maximum Offering Price Per Share	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Common Stock, $.001 par value (1)	33,301	$1.36 (7)	$45,290 (7)	$5.26
Common Stock, $.001 par value (2)	88,687	$65.49 (8)	$5,808,112 (8)	$674.33
Common Stock, $.001 par value (3)	183,780	$0.04 (7)	$7,352 (7)	$0.86
Common Stock, $.001 par value (4)	288,742	$65.49 (8)	$18,909,714 (8)	$2,195.42
Common Stock, $.001 par value (5)	5,500,000	$65.49 (8)	$360,195,000(8)	$41,818.64
Total	6,094,510		$384,965,468.00	$44,695.00

(1)

Pursuant to an Agreement and Plan of Merger, dated as of March 25, 2010 (the “Kaviza Merger Agreement”), by and among Citrix Systems, Inc. (the “Registrant”), Keever Acquisition Corporation, Kaviza Inc., the Stockholders and the Stockholder Representative, the Registrant assumed each unvested option under the Kaviza Inc. Amended and Restated 2008 Stock Incentive Plan (as amended, the “Kaviza Plan”) that was outstanding on May 20, 2011 having an exercise price per share less than or equal to the Per Share Merger Consideration (as defined in the Kaviza Merger Agreement). Effective May 20, 2011, the options issued under the Kaviza Plan and assumed by the Registrant pursuant to the Kaviza Merger Agreement are exercisable for 33,301 shares of the Registrant’s Common Stock.

(2)

Pursuant to the Kaviza Merger Agreement, the Registrant assumed all of the awards of restricted stock units under the Kaviza Inc. 2010 Restricted Stock Unit Plan (the “Kaviza RSU Plan”). Effective May 20, 2011, all of the restricted stock units issued under the Kaviza RSU Plan were converted into the right to receive up to 88,687 shares of the Registrant’s Common Stock.

(3)

Pursuant to an Agreement and Plan of Merger, dated as of June 22, 2011 (the “Cloud.com Merger Agreement”), by and among the Registrant, Continuum Acquisition, Cloud.com, Inc. and the Stockholder Representative (as defined therein), the Registrant assumed each unvested option under the Cloud.com, Inc. Amended and Restated 2008 Stock Incentive Plan (the “Cloud.com Plan”) that was outstanding on July 8, 2011. Effective July 8, 2011, the unvested options issued under the Cloud.com Plan and assumed by the Registrant pursuant to the Cloud.com Merger Agreement are exercisable for 183,780 shares of the Registrant’s Common Stock.

(4)

Pursuant to the Cloud.com Merger Agreement, the Registrant assumed all of the awards of restricted stock units under the Cloud.com, Inc. 2011 Restricted Stock Unit Plan (the “Cloud.com RSU Plan”). Effective July 8, 2011, all of the restricted stock units issued under the Cloud.com RSU Plan were converted into the right to receive up to 288,742 shares of the Registrant’s Common Stock.

(5)	Represents additional shares of the Registrant’s Common Stock that may be issued pursuant to the Registrant’s Amended and Restated 2005 Equity Incentive Plan (as amended, the “2005 Plan”).

(6)

This Registration Statement shall also cover any additional shares of Common Stock which become issuable under the Kaviza Plan, the Kaviza RSU Plan, the Cloud.com Plan, the Cloud.com RSU Plan or the 2005 Plan, as applicable, by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration which results in an increase in the number of the outstanding shares of Common Stock of the Registrant.

(7)

This estimate is made pursuant to Rule 457(h) under the Securities Act of 1933, as amended (the “Securities Act”), solely for the purpose of determining the registration fee. The price per share and aggregate offering price are based upon the exercise price of the related options granted under the Kaviza Plan or the Cloud.com Plan, as applicable.

(8)	Estimated solely for the purpose of calculating the registration fee in accordance with Rules 457(h)(1) and 457(c) under the Securities Act and based upon the average of the high and low prices of the Common Stock reported on the Nasdaq Global Select Market on August 5, 2011.

NOTE

Solely with respect to the registration on this Registration Statement on Form S-8 of 5,500,000 additional shares of the common stock, par value $.001 per share (“Common Stock”), of Citrix Systems, Inc. (the “Company” or the “Registrant”) which may be acquired pursuant to the Registrant’s Amended and Restated 2005 Equity Incentive Plan, as amended (the “2005 Plan”), such securities subject to this Registration Statement are of the same class of the Registrant for which the Registrant previously filed Registration Statements on Form S-8 under the Securities Act. Accordingly, the contents of the Registrant’s Registration Statement on Form S-8, File No. 333-125297, as filed with the Securities and Exchange Commission (the “Commission”) on May 27, 2005, the Registrant’s Registration Statement on Form S-8, File No. 333-135521, as filed with the Commission on June 30, 2006, the Registrant’s Registration Statement on Form S-8, File No. 333-147421, as filed with the Commission on November 15, 2007, the Registrant’s Registration Statement on Form S-8, File No. 333-156266, as filed with the Commission on December 18, 2008, the Registrant’s Registration Statement on Form S-8, File No. 333-161164, as filed with the Commission on August 7, 2009 and the Registrant’s Registration Statement on Form S-8, File No. 333-168688, as filed with the Commission on August 9, 2010 are hereby incorporated by reference pursuant to General Instruction E to Form S-8. After giving effect to this Registration Statement, an aggregate of 43,100,000 shares of the Registrant’s Common Stock have been registered for issuance pursuant to the 2005 Plan.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.

Plan Information.

The documents containing the information specified in this Item 1 will be sent or given to participants as specified by Rule 428(b)(1) under the Securities Act. In accordance with the rules and regulations of the Commission and the instructions to Form S-8, such documents are not being filed with the Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act.

Item 2.

Registrant Information and Employee Plan Annual Information.

The documents containing the information specified in this Item 2 will be sent or given to participants as specified by Rule 428(b)(1) under the Securities Act. In accordance with the rules and regulations of the Commission and the instructions to Form S-8, such documents are not being filed with the Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.

Incorporation of Documents by Reference.

The following documents filed by the Registrant with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated by reference in this Registration Statement:

(a) The Registrant’s Annual Report on Form 10-K for the year ended December 31, 2010, filed with the Commission on February 24, 2011;

(b) The Registrant’s Quarterly Reports on Form 10-Q for the quarter ended March 31, 2011, filed with the Commission on May 9, 2011 and for the quarter ended June 30, 2011, filed with the Commission on August 8, 2011;

(d) The section entitled “Description of Registrant’s Securities to be Registered” contained in the Registrant’s Registration Statement on Form 8-A, filed with the Commission pursuant to Section 12(g) of the Exchange Act on October 24, 1995.

All documents subsequently filed with the Commission by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered herein have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents.

Item 4.

Description of Securities.

Not applicable.

Item 5.

Interest of Named Experts and Counsel.

Not applicable.

Item 6.

Indemnification of Directors and Officers.

The Delaware General Corporation Law (the “DGCL”) and the Registrant’s Amended and Restated Certificate of Incorporation, as amended (the “Charter”), provide for indemnification of the Registrant’s directors and officers for liabilities and expenses that they may incur in such capacities. In general, directors and officers are indemnified with respect to actions taken in good faith in a manner reasonably believed to be in, or not opposed to, the best interests of the Registrant, and with respect to any criminal action or proceeding, actions that the director or officer had no reasonable cause to believe were unlawful.

Section 145 of the DGCL makes provision for the indemnification of officers and directors of corporations in terms sufficiently broad to indemnify the officers and directors of the Registrant under certain circumstances from liabilities (including reimbursement of expenses incurred) arising under the Securities Act. Section 102(b)(7) of the DGCL permits a corporation to include in its certificate of

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incorporation a provision eliminating or limiting the personal liability of a director of the corporation to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for a breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) in respect of certain unlawful dividend payments or stock redemptions or repurchases, or (iv) for any transaction from which the director derived an improper personal benefit.

As permitted by the DGCL, the Charter provides that no director of the Registrant shall be personally liable to the Registrant or its stockholders for monetary damages for breach of fiduciary duty as a director notwithstanding any provision of law imposing such liability, except to the extent provided by applicable law in the situations described in clauses (i)—(iv), inclusive, set forth in the preceding paragraph. The effect of this provision of the Charter is to eliminate the rights of the Registrant and its stockholders (through stockholders’ derivative suits on behalf of the Registrant) to recover monetary damages against a director for breach of fiduciary duty as a director thereof, except in limited circumstances proscribed by law. This provision will not alter the liability of directors under federal securities laws.

The Charter also provides that the Registrant shall indemnify each person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Registrant), by reason of the fact that he is or was, or has agreed to become, a director or officer of the Registrant, or is or was serving, or has agreed to serve, at the request of the Registrant, as a director, officer or trustee of, or in a similar capacity with, another corporation, partnership, joint venture, trust or other enterprise (including any employee benefit plan), or by reason of any action alleged to have been taken or omitted in such capacity, against all expenses (including attorney’s fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or on his behalf in connection with such action, suit or proceeding and any appeal therefrom, if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the Registrant, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful; provided, that the Registrant shall not indemnify any such person seeking indemnification in connection with a proceeding initiated by such person unless the initiation thereof was approved by the Board of Directors of the Registrant or unless the corporation otherwise determines that such person is entitled to indemnification following such person’s written request therefor. The Charter further provides that the Registrant shall similarly indemnify such persons made party to any threatened, pending or completed action or suit by or in the right of the Registrant to procure a judgment in its favor, against such expenses, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Registrant unless and only to the extent that the Court of Chancery of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of such liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery of Delaware or such other court shall deem proper.

The Charter also provides that, if the Registrant does not assume the defense of any claim of which the Registrant receives notice by a person seeking indemnification (each, an “Indemnitee”), any expenses incurred by an Indemnitee in defending a civil or criminal action, suit, proceeding or investigation or any appeal therefrom shall be paid by the Registrant in advance of the final disposition of such matter; provided, that the payment of such expenses shall be made only upon receipt of an undertaking by or on behalf of the Indemnitee to repay all amounts so advanced in the event that it shall ultimately be determined that the Indemnitee is not entitled to be indemnified by the Registrant as authorized by the Charter.

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The Charter also provides that the indemnification and advancement of expenses described above shall not be deemed exclusive of any other rights to which an Indemnitee seeking indemnification or advancement of expenses may be entitled under any law, agreement or vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in any other capacity while holding office for the Registrant, and shall continue as to an Indemnitee who has ceased to be a director or officer, and shall inure to the benefit of the estate, heirs, executors and administrators of the Indemnitee. In addition, the Charter specifically authorizes the Registrant to enter into agreements with officers and directors providing indemnification rights and procedures different from those set forth in the Charter and, to the extent authorized from time to time by its Board of Directors, grant indemnification rights to other employees or agents of the Registrant or other persons serving the Registrant.

The Registrant has also entered into indemnification agreements with each of its directors and executive officers. The indemnification agreements provide, among other matters, that the Registrant indemnify the directors and executive officers to the fullest extent permitted by law, advance to the directors and executive officers all related expenses (subject to reimbursement if it is subsequently determined that indemnification is not permitted), and reimburse the directors and executive officers for expenses as a witness or in connection with a subpoena for a proceeding in which such director or executive officer is not a party.

The Registrant has obtained director and officer liability insurance for the benefit of its directors and officers.

Item 7.

Exemption from Registration Claimed.

Not applicable.

Item 8.

Exhibits.


Exhibit No.		Description of Exhibit

Exhibit 4.1(1)		Amended and Restated Certificate of Incorporation

Exhibit 4.2(2)		Certificate of Amendment of Amended and Restated Certificate of Incorporation

Exhibit 4.3(3)		Amended and Restated By-laws of the Company

Exhibit 4.4(4)		Amendment No. 1 to Amended and Restated By-laws

Exhibit 4.5(5)		Specimen certificate representing the Common Stock

Exhibit 5.1		Opinion of Goodwin Procter LLP

Exhibit 23.1		Consent of Independent Registered Public Accounting Firm

Exhibit 23.2		Consent of Goodwin Procter LLP (included in Exhibit 5.1 and incorporated herein by reference)

Exhibit 24.1		Power of Attorney (included as part of the signature page to this Registration Statement)

Exhibit 99.1		Kaviza Inc. Amended and Restated 2008 Stock Incentive Plan

Exhibit 99.2		First Amendment to Kaviza Inc. Amended and Restated 2008 Stock Incentive Plan

Exhibit 99.3		Kaviza Inc. 2010 Restricted Stock Unit Plan

Exhibit 99.4		Cloud.com, Inc. Amended and Restated 2008 Stock Incentive Plan

Exhibit 99.5		Cloud.com, Inc. 2011 Restricted Stock Unit Plan

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Exhibit 99.6(6)		Citrix Systems, Inc. Amended and Restated 2005 Equity Incentive Plan

Exhibit 99.7(7)		First Amendment to Citrix Systems, Inc. Amended and Restated 2005 Equity Incentive Plan

Exhibit 99.8(8)		Second Amendment to Citrix Systems, Inc. Amended and Restated 2005 Equity Incentive Plan

Exhibit 99.9(9)		Third Amendment to Citrix Systems, Inc. Amended and Restated 2005 Equity Incentive Plan

(1)	Incorporated herein by reference to Exhibit 3.2 to the Company’s Registration Statement on Form S-1 (File No. 33-98542), as amended.

(2)	Incorporated herein by reference to Exhibit 3.2 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2007, filed with the Commission on February 27, 2008 (File No. 000-27084).

(3)	Incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K dated as of December 12, 2007 (File No. 000-27084).

(4)	Incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K dated as of February 20, 2009 (File No. 000-27084).

(5)	Incorporated herein by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-1 (File No. 33-98542), as amended.

(6)	Incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2010 (File No. 000-27084).

(7)	Incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated as of May 28, 2010 (File No. 000-27084).

(8)	Incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated as of June 2, 2011 (File No. 000-27084).

(9)	Incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K dated as of June 2, 2011 (File No. 000-27084).

Item 9.

Undertakings.

(a) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement;

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(iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Fort Lauderdale, in the State of Florida, on this 8 ^th day of August, 2011.


CITRIX SYSTEMS, INC.

By:		/s/ Mark B. Templeton
		Mark B. Templeton
		President and Chief Executive Officer

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POWER OF ATTORNEY AND SIGNATURES

We, the undersigned officers and directors of Citrix Systems, Inc., hereby severally constitute and appoint Mark B. Templeton and David J. Henshall, and each of them singly, our true and lawful attorneys, with full power to sign for us in our names in the capacities indicated below, any amendments to this Registration Statement on Form S-8 (including post-effective amendments), and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, and generally to do all things in our names and on our behalf in our capacities as officers and directors to enable Citrix Systems, Inc., to comply with the provisions of the Securities Act of 1933, as amended, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said Registration Statement and all amendments thereto.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities below on the 8 ^th day of August, 2011.


Name		Title(s)

/s/ Mark B. Templeton Mark B. Templeton		President, Chief Executive Officer and Director (Principal Executive Officer)

/s/ Thomas F. Bogan Thomas F. Bogan		Chairman of the Board of Directors

Nanci Caldwell		Director

/s/ Murray J. Demo Murray J. Demo		Director

/s/ Stephen M. Dow Stephen M. Dow		Director

/s/ Asiff Hirji Asiff Hirji		Director

/s/ Gary E. Morin Gary E. Morin		Director

/s/ Godfrey R. Sullivan Godfrey R. Sullivan		Director

/s/ David J. Henshall David J. Henshall		Senior Vice President and Chief Financial Officer (Principal Financial and Principal Accounting Officer)

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INDEX TO EXHIBITS


Exhibit No.		Description of Exhibit

Exhibit 4.1(1)		Amended and Restated Certificate of Incorporation

Exhibit 4.2(2)		Certificate of Amendment of Amended and Restated Certificate of Incorporation

Exhibit 4.3(3)		Amended and Restated By-laws of the Company

Exhibit 4.4(4)		Amendment No. 1 to Amended and Restated By-laws

Exhibit 4.5(5)		Specimen certificate representing the Common Stock

Exhibit 5.1		Opinion of Goodwin Procter LLP

Exhibit 23.1		Consent of Independent Registered Public Accounting Firm

Exhibit 23.2		Consent of Goodwin Procter LLP (included in Exhibit 5.1 and incorporated herein by reference)

Exhibit 24.1		Power of Attorney (included as part of the signature page to this Registration Statement)

Exhibit 99.1		Kaviza Inc. Amended and Restated 2008 Stock Incentive Plan

Exhibit 99.2		First Amendment to Kaviza Inc. Amended and Restated 2008 Stock Incentive Plan

Exhibit 99.3		Kaviza Inc. 2010 Restricted Stock Unit Plan

Exhibit 99.4		Cloud.com, Inc. Amended and Restated 2008 Stock Incentive Plan

Exhibit 99.5		Cloud.com, Inc. 2011 Restricted Stock Unit Plan

Exhibit 99.6(6)		Citrix Systems, Inc. Amended and Restated 2005 Equity Incentive Plan

Exhibit 99.7(7)		First Amendment to Citrix Systems, Inc. Amended and Restated 2005 Equity Incentive Plan

Exhibit 99.8(8)		Second Amendment to Citrix Systems, Inc. Amended and Restated 2005 Equity Incentive Plan

Exhibit 99.9(9)		Third Amendment to Citrix Systems, Inc. Amended and Restated 2005 Equity Incentive Plan

(1)	Incorporated herein by reference to Exhibit 3.2 to the Company’s Registration Statement on Form S-1 (File No. 33-98542), as amended.

(2)	Incorporated herein by reference to Exhibit 3.2 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2007, filed with the Commission on February 27, 2008 (File No. 000-27084).

(3)	Incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K dated as of December 12, 2007 (File No. 000-27084).

(4)	Incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K dated as of February 20, 2009 (File No. 000-27084).

(5)	Incorporated herein by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-1 (File No. 33-98542), as amended.

(6)	Incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2010 (File No. 000-27084).

(7)	Incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated as of May 28, 2010 (File No. 000-27084).

(8)	Incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated as of June 2, 2011 (File No. 000-27084).

(9)	Incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K dated as of June 2, 2011 (File No. 000-27084).

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Exhibit 5.1

August 8, 2011

Citrix Systems, Inc.

851 West Cypress Creek Road

Fort Lauderdale, FL 33309

Re:

Securities Being Registered under Registration Statement on Form S-8 relating to (i) the Kaviza Inc. Amended and Restated 2008 Stock Incentive Plan, as amended, (ii) the Kaviza Inc. 2010 Restricted Stock Unit Plan, (iii) the Cloud.com, Inc. Amended and Restated 2008 Stock Incentive Plan, (iv) the Cloud.com, Inc. 2011 Restricted Stock Unit Plan and (v) the Citrix Systems, Inc. Amended and Restated 2005 Equity Incentive Plan, as amended

Ladies and Gentlemen:

We have acted as counsel to you in connection with your filing of a Registration Statement on Form S-8 (the “Registration Statement”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), on or about the date hereof relating to an aggregate of 6,094,510 shares (the “Shares”) of Common Stock, $0.001 par value per share, of Citrix Systems, Inc., a Delaware corporation (the “Company”) that may be issued pursuant to the Kaviza Inc. Amended and Restated 2008 Stock Incentive Plan, as amended (the “Kaviza Plan”), the Kaviza Inc. 2010 Restricted Stock Unit Plan (the “Kaviza RSU Plan”), the Cloud.com, Inc. Amended and Restated 2008 Stock Incentive Plan (the “Cloud.com Plan”), the Cloud.com, Inc. 2011 Restricted Stock Unit Plan (the “Cloud.com RSU Plan”) and the Company’s Amended and Restated 2005 Equity Incentive Plan, as amended (the “Company’s Plan”).

We have reviewed such documents and made such examination of law as we have deemed appropriate to give the opinions expressed below. We have relied, without independent verification, on certificates of public officials and, as to matters of fact material to the opinion set forth below, on certificates of officers of the Company.

The opinion expressed below is limited to the Delaware General Corporation Law (which includes reported judicial decisions interpreting the Delaware General Corporation Law). For purposes of the opinion expressed below, we have assumed that a sufficient number of authorized but unissued shares of the Company’s Common Stock will be available for issuance when the Shares are issued.

Based on the foregoing, we are of the opinion that the Shares have been duly authorized and, upon issuance and delivery against payment therefor in accordance with the terms of the Kaviza Plan, the Kaviza RSU Plan, the Cloud.com Plan, the Cloud.com RSU Plan or the Company’s Plan, as applicable, will be validly issued, fully paid and nonassessable.

We hereby consent to the inclusion of this opinion as Exhibit 5.1 to the Registration Statement. In giving our consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations thereunder.

Very truly yours,

/ S / G OODWIN P ROCTER LLP

GOODWIN PROCTER LLP

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Kaviza Inc. Amended and Restated 2008 Stock Incentive Plan (As Amended), Kaviza Inc. 2010 Restricted Stock Unit Plan, Cloud.com, Inc. Amended and Restated 2008 Stock Incentive Plan, Cloud.com, Inc. 2011 Restricted Stock Unit Plan, and Citrix Systems, Inc. Amended and Restated 2005 Equity Incentive Plan (As Amended) of our reports dated February 24, 2011, with respect to the consolidated financial statements and schedule of Citrix Systems, Inc. and the effectiveness of internal control over financial reporting of Citrix Systems, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2010, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Certified Public Accountants

Boca Raton, Florida

August 4, 2011

Exhibit 99.1

K AVIZA I NC .

A MENDED AND R ESTATED 2008 S TOCK I NCENTIVE P LAN

KAVIZA INC.

AMENDED AND RESTATED 2008 STOCK INCENTIVE PLAN

SECTION 1. PURPOSE.

The purpose of the Plan is to offer selected service providers the opportunity to acquire equity in the Company through awards of Options (which may constitute incentive stock options or nonstatutory stock options) and the award or sale of Shares.

The Plan, as amended and restated, shall be effective on the Effective Date.

SECTION 2. DEFINITIONS.

2.1 “Accelerate, Accelerated, and Acceleration” means: (a) when used with respect to an Option, that as of the time of reference the Option will become exercisable with respect to some or all of the shares of Stock for which it was not then otherwise exercisable by its terms and (b) when used with respect to Restricted Stock, that the Risk of Forfeiture otherwise applicable to the Stock shall expire with respect to some or all of the shares of Restricted Stock then still otherwise subject to the Risk of Forfeiture.

2.2 “Acquisition” shall mean the occurrence of any of the following events:

(a) a merger or consolidation of the Company with or into another person; or

(b) the sale, transfer, or other disposition of all or substantially all of the Company’s assets to one or more other persons in a single transaction or series of related transactions, unless, in the case of foregoing clauses (i) and (ii), securities possessing more than 50% of the total combined voting power of the survivor’s or acquiror’s outstanding securities (or the securities of any parent thereof) are held by a person or persons who held securities possessing more than 50% of the total combined voting power of the Company’s outstanding securities immediately prior to that transaction.

2.3 “Affiliate” shall mean any corporation, partnership, limited liability company, limited liability partnership, business trust, or other entity controlling, controlled by or under common control with the Company.

2.4 “Award” means any grant or sale pursuant to the Plan of Options or Restricted Stock.

2.5 “Award Agreement” means an agreement between the Company and the recipient of an Award, setting forth the terms and conditions of the Award.

2.6 “Board” shall mean the Board of Directors of the Company, as constituted from time to time.

2.7 “Code” shall mean the Internal Revenue Code of 1986, as amended, or any successor statute thereto, and any regulations issued from time to time thereunder.

2.8 “Commission” means the Securities and Exchange Commission.

2.9 “Committee” means the Compensation Committee of the Board, which in general is responsible for the administration of the Plan, as provided in Section 3 of the Plan. For any period during which no such committee is in existence, “Committee” shall mean the Board and all authority and responsibility assigned to the Committee under the Plan shall be exercised, if at all, by the Board.

2.10 “Company” shall mean Kaviza Inc., a Delaware corporation, and any successor corporation to all or substantially all of the assets or voting stock of Kaviza, Inc. which shall by appropriate action adopt the Plan.

2.11 “Consultant” shall mean a consultant or advisor who is not an Employee or Director and who performs bona fide services for the Company, a Parent or Subsidiary.

2.12 “Director” shall mean a member of the Board of the Company, a Parent or a Subsidiary.

2.13 “Disability” shall mean a condition that renders an individual unable to engage in substantial gainful activity by reason of any medically determinable physical or mental impairment as determined in the Board’s sole discretion.

2.14 “Effective Date” means March 25, 2010.

2.15 “Employee” shall mean any individual who is a common-law employee of the Company, a Parent or a Subsidiary and who is an “employee” within the meaning of section 3401(c) of the Code and regulations issued thereunder.

2.16 “Exchange Act” shall mean the U.S. Securities and Exchange Act of 1934, as amended, or any successor statute thereto, and any regulations issued from time to time thereunder.

2.17 “Grant Date” means the date on which an Option or other Award is granted.

2.18 “Incentive Option” shall mean an incentive stock option described in section 422(b) of the Code.

2.19 “Market Value” of the Stock on any given date means the fair market value of the Stock determined in good faith by the Committee based on the reasonable application of a reasonable valuation method not inconsistent with Section 409A of the Code. If the Stock is admitted to quotation on a national securities exchange, the determination shall be made by reference to market quotations. If the date for which Market Value is determined is the first day when trading prices for the Stock are reported on a national securities exchange, the Market Value shall be the “Price to the Public” (or equivalent) set forth on the cover page for the final prospectus relating to the Company’s “initial public offering.”

2.20 “Nonstatutory Option” shall mean a stock option that is not an Incentive Option.

2.21 “Option” shall mean an option to purchase shares of Stock.

2.22 “Optionee” shall mean a Participant to whom an Option shall have been granted under the Plan.

2.23 “Parent” shall mean any corporation (other than the Company) in an unbroken chain of corporations ending with the Company, if each of the corporations other than the Company owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. A corporation that attains the status of a Parent on a date after the adoption of the Plan shall be considered a Parent commencing as of such date.

2.24 “Participant” means any holder of an outstanding Award under the Plan.

2.25 “Plan” shall mean the Kaviza Inc. Amended and Restated 2008 Stock Incentive Plan.

2.26 “Restricted Stock” means a grant or sale of shares of Stock to a Participant subject to a Risk of Forfeiture.

2.27 “Restriction Period” means the period of time, established by the Committee in connection with an Award of Restricted Stock, during which the shares of Restricted Stock are subject to a Risk of Forfeiture described in the applicable Award Agreement.

2.28 “Risk of Forfeiture” means a limitation on the right of the Participant to retain Restricted Stock, including a right in the Company to reacquire shares of Restricted Stock at less than their then Market Value, arising because of the occurrence or non-occurrence of specified events or conditions.

2.29 “Securities Act” shall mean the U.S. Securities Act of 1933, as amended, or any successor statute thereto, and any regulations issued from time to time thereunder.

2.30 “Share” shall mean one share of Stock, as adjusted in accordance with Section 12 (if applicable).

2.31 “Stock” shall mean the common stock, par value $0.0001 per share, of the Company.

2.32 “Subsidiary” means any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company, if each of the corporations other than the last corporation in the unbroken chain owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. A corporation that attains the status of a Subsidiary on a date after the adoption of the Plan shall be considered a Subsidiary commencing as of such date.

2.33 “Ten Percent Owner” means a person who owns, or is deemed within the meaning of Section 422(b)(6) of the Code to own, stock possessing more than 10% of the total combined voting power of all classes of stock of the Company (or any parent or subsidiary corporations of the Company, as defined in Sections 424(e) and (f), respectively, of the Code). Whether a person is a Ten Percent Owner shall be determined with respect to an Option based on the facts existing immediately prior to the Grant Date of the Option.

SECTION 3. TERM OF THE PLAN.

3.1 Unless the Plan shall have been earlier terminated by the Board, Awards may be granted under this Plan at any time in the period commencing on March 24, 2010 and ending immediately prior to the tenth (10 ^th ) anniversary of thereof. Awards granted pursuant to the Plan within that period shall not expire solely by reason of the termination of the Plan. Awards of Incentive Options granted prior to stockholder approval of the Plan are expressly conditioned upon such approval, but in the event of the failure of the stockholder to approve the Plan shall thereafter and for all purposes be deemed to constitute Nonstatutory Options.

SECTION 4. ADMINISTRATION.

4.1 General Rule . The Plan shall be administered by the Committee; provided, however , that at any time and on any one or more occasions the Board may itself exercise any of the powers and responsibilities assigned the Committee under the Plan and when so acting shall have the benefit of all of the provisions of the Plan pertaining to the Committee’s exercise of its authorities hereunder; and provided further, however , that the Committee may delegate to an executive officer or officers the authority to grant Awards hereunder to Employees and to Consultants, in accordance with such guidelines as the Committee shall set forth at any time or from time to time. Subject to the provisions of the Plan, the Committee shall have complete authority, in its discretion, to make or to select the manner of making all determinations with respect to each Award to be granted by the Company under the Plan including the Employee, Consultant or Director to receive the Award and the form of Award. In making such determinations, the Committee may take into account the nature of the services rendered by such Employee, Consultant or Director, his or her present and potential contributions to the success of the Company and its Affiliates, and such other factors as the Committee in its discretion shall deem relevant. Subject to the provisions of the Plan, the Committee shall also have complete authority to interpret the Plan, to prescribe, amend and rescind rules and regulations relating to it, to determine the terms and provisions of the respective Award Agreements (which need not be identical), and to make all other determinations necessary or advisable for the administration of the Plan. The Committee’s determinations made in good faith on matters referred to in the Plan shall be final, binding and conclusive on all persons having or claiming any interest under the Plan or an Award made pursuant hereto.

SECTION 5. ELIGIBILITY.

5.1 Persons Eligible . The Committee may grant from time to time and at any time prior to the termination of the Plan one or more Awards, either alone or in combination with any other Awards, to any Employee of, Consultant to one or more of the Company and its Affiliates or to Directors; however, only Employees of the Company, and of any Parent or Subsidiary, shall be eligible for the grant of an Incentive Option.

SECTION 6. AUTHORIZATION OF GRANTS.

6.1 General Terms of Awards . Each grant of an Award shall be subject to all applicable terms and conditions of the Plan (including but not limited to any specific terms and conditions applicable to that type of Award set out in the following Sections), and such other terms and conditions, not inconsistent with the terms of the Plan, as the Committee may prescribe. Any additional terms of an Award shall be set forth in an agreement evidencing the Award by and between the Company and the Participant.

6.2 Effect of Termination of Employment, Etc . Unless the Committee, in its sole discretion shall at any time determine otherwise with respect to any Award, and, except as otherwise provided in any Award Agreement, if the Participant’s employment or other association with the Company and its Affiliates ends for any reason, including because of the Participant’s employer ceasing to be an Affiliate, (a) any outstanding Option of the Participant shall cease to be exercisable in any respect not later than three (3) months following that event and, for the period it remains exercisable following that event, shall be exercisable only to the extent exercisable at the date of that event, and (b) any other outstanding Award of the Participant shall be forfeited or otherwise subject to return to or repurchase by the Company on the terms specified in the applicable Award Agreement. Notwithstanding the foregoing, each Award Agreement shall provide the Participant with the right to exercise an Option following the Participant’s termination of service during the Option term, to the extent the Option was exercisable for vested shares upon termination of service, for at least thirty (30) days if termination of service is due to any reason other than cause, death or Disability, and for at least six (6) months after termination of service if due to death or Disability (but in no event later than the expiration of the Option term). If the Participant’s service is terminated for cause, the Award Agreement may provide that the Participant’s right to exercise the Option terminates immediately on the effective date of the Participant’s termination. Military or sick leave or other bona fide leave shall not be deemed a termination of employment or other association, provided that it does not exceed the longer of ninety (90) days or the period during which the absent Participant’s reemployment rights, if any, are guaranteed by statute or by contract.

6.3 Non-Transferability of Awards . Except as otherwise provided in this Section 6.3, Awards shall not be transferable, and no Award or interest therein may be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution. All of a Participant’s rights in any Award may be exercised during the life of the Participant only by the Participant or the Participant’s legal representative. However, the Committee may, at or after the grant of an Award of a Nonstatutory Option, or shares of Restricted Stock, provide that such Award may be transferred by the recipient to a family member; provided, however , that any such transfer is without payment of any consideration whatsoever and that no transfer shall be valid unless first approved by the Committee, acting in its sole discretion. For this purpose, “family member” means any child, stepchild, grandchild, parent, stepparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, any person sharing the employee’s household (other than a tenant or employee), a trust in which the foregoing persons have more than 50% of the beneficial interests, a foundation in which the foregoing persons (or the Participant) control the management of assets, and any other entity in which these persons (or the Participant) own more than 50% of the voting interests.

SECTION 7. SPECIFIC TERMS OF AWARDS.

7.1 Prohibition on Repricing and Reload Grants .

(a) No Repricing . Until 18 months after date that the financing closes, other than in connection with a change in the Company’s capitalization (as described in Section 12 of the Plan), without stockholder approval (i) the exercise price of an Option may not be reduced, and (ii) no Option may be amended or cancelled for the purpose of repricing, replacing or regranting such Option with an exercise price that is less than the original exercise price of such Option.

(b) No Reload Grants . Options shall not be granted under the Plan in consideration for and shall not be conditioned upon the delivery of Stock to the Company in payment of the exercise price and/or tax withholding obligation under any Option.

7.2 Awards to Participants Outside the United States . The Committee may modify the terms of any Award under the Plan granted to a Participant who is, at the time of grant or during the term of the Award, resident or primarily employed outside of the United States in any manner deemed by the Committee to be necessary or appropriate in order that the Award shall conform to laws, regulations, and customs of the country in which the Participant is then resident or primarily employed, or so that the value and other benefits of the Award to the Participant, as affected by foreign tax laws and other restrictions applicable as a result of the Participant’s residence or employment abroad, shall be comparable to the value of such an Award to a Participant who is resident or primarily employed in the United States. The Committee may establish supplements to, or amendments, restatements, or alternative versions of the Plan for the purpose of granting and administering any such modified Award. No such modification, supplement, amendment, restatement or alternative version may increase the share limit of Section 8.

SECTION 8. STOCK SUBJECT TO PLAN.

8.1 Share Limit . Subject to Sections 8.2 and 12, the aggregate number of Shares which may be issued under the Plan shall not exceed 3,126,761 Shares. The number of Shares which are subject to Options or other rights outstanding at any time shall not exceed the number of Shares which then remain available for issuance under the Plan. The Company, during the term of the Plan, shall at all times reserve and keep available sufficient Shares to satisfy the requirements of the Plan. Shares offered under the Plan may be authorized but unissued Shares. Beginning on the date, if any, that the Company becomes subject to Section 162(m) of the Code, no more than 1,000,000 Options shall be granted to any Participant in any calendar year period.

8.2 Additional Shares . In the event that any outstanding Option or other right expires or is canceled for any reason, the Shares allocable to the unexercised portion of such Option or other right shall remain available for issuance pursuant to the Plan. If a Share previously issued under the Plan is reacquired by the Company pursuant to a forfeiture provision, right of repurchase or right of first refusal, then such Share shall again become available for issuance under the Plan; provided, however , that unless the Share was acquired pursuant to a forfeiture provision, the reissuance of such Share shall reduce the number of Shares which then remain available for issuance under the Plan. Notwithstanding the foregoing, shares of Stock that are exchanged by a Participant or withheld by the Company as full or partial payment in connection with any Award under the Plan, as well as any shares of Stock exchanged by a Participant or withheld by the Company to satisfy the tax withholding obligations related to any Award under the Plan, shall not be available for subsequent Awards under the Plan.

SECTION 9. RESTRICTED STOCK.

9.1 Restricted Share Agreement . Each Restricted Stock Award shall be evidenced by an Award Agreement between the Participant and the Company. Such award or sale shall be subject to all applicable terms and conditions of the Plan and may be subject to any other terms and conditions imposed by the Board, as set forth in the Award Agreement, that are not inconsistent with the Plan. The provisions of the various Award Agreements entered into under the Plan need not be identical.

9.2 Repurchase Rights and Transfer Restrictions . Each Restricted Stock Award shall be subject to such forfeiture conditions, rights of repurchase, rights of first refusal and other transfer restrictions as the Board may determine. Such restrictions shall be set forth in the applicable Award Agreement and shall apply in addition to any restrictions otherwise applicable to holders of Shares generally.

9.4 Issuance of Certificates . Each Participant receiving a Restricted Stock Award, subject to Section 9.6 below, shall be issued a stock certificate in respect of such shares of Restricted Stock. Such certificate shall be registered in the name of such Participant, and, if applicable, shall bear an appropriate legend referring to the terms, conditions, and restrictions applicable to such Award substantially in the following form:

T HE TRANSFERABILITY OF THIS CERTIFICATE AND THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS OF K AVIZA I NC .’ S A MENDED AND R ESTATED 2008 S TOCK I NCENTIVE P LAN AND AN A WARD A GREEMENT ENTERED INTO BY THE REGISTERED OWNER AND K AVIZA I NC . COPIES OF SUCH P LAN AND A GREEMENT ARE ON FILE IN THE OFFICES OF K AVIZA I NC .

9.6 Escrow of Shares . The Committee may require that the stock certificates evidencing shares of Restricted Stock be held in custody by a designated escrow agent (which may but need not be the Company) until the restrictions thereon shall have lapsed, and that the Participant deliver a stock power, endorsed in blank, relating to the Stock covered by such Award.

9.7 Restrictions and Restriction Period . During the Restriction Period applicable to shares of Restricted Stock, such shares shall be subject to limitations on transferability and a Risk of Forfeiture arising on the basis of such conditions related to the performance of services, Company or Affiliate performance or otherwise as the Committee may determine and provide for in the applicable Award Agreement. Any such Risk of Forfeiture may be waived or terminated, or the Restriction Period shortened, at any time by the Committee on such basis as it deems appropriate.

9.8 Rights Pending Lapse of Risk of Forfeiture or Forfeiture of Award . Except as otherwise provided in the Plan or the applicable Award Agreement, at all times prior to lapse of any Risk of Forfeiture applicable to, or forfeiture of, an Award of Restricted Stock, the Participant shall have all of the rights of a stockholder of the Company, including the right to vote, and the right to receive any dividends with respect to, the shares of Restricted Stock. The Committee, as determined at the time of Award, may permit or require the payment of cash dividends to be deferred and, if the Committee so determines, reinvested in additional Restricted Stock to the extent shares are available under Section 8.

9.9 Lapse of Restrictions . If and when the Restriction Period expires without a prior forfeiture of the Restricted Stock, the certificates for such shares shall be delivered to the Participant promptly if not theretofore so delivered.

9.10 Purchase Price . Shares of Restricted Stock shall be issued under the Plan for such consideration, in cash, other property or services, or any combination thereof, as is determined by the Committee.

SECTION 10. STOCK OPTIONS.

10.1 Date of Grant . The granting of an Option shall take place at the time specified in the Award Agreement.

10.2 Pricing .

(a) Exercise Price of Incentive Options . The price at which shares of Stock may be acquired under each Incentive Option shall be not less than 100% of the Market Value of Stock on the Grant Date, or not less than 110% of the Market Value of Stock on the Grant Date if the Optionee is a Ten Percent Owner.

(b) Exercise Price of Nonstatutory Options . The price at which shares of Stock may be acquired under each Nonstatutory Option shall not be less than 100% of the Market Value of Stock on the Grant Date.

10.3 Option Period . No Option may be exercised on or after the tenth anniversary of the Grant Date, or, with respect to Incentive Options, on or after the fifth anniversary of the Grant Date if the Optionee is a Ten Percent Owner.

10.4 Exercisability . An Option may be immediately exercisable or become exercisable in such installments, cumulative or non-cumulative, as the Committee may determine. In the case of an Option not otherwise immediately exercisable in full, the Committee may Accelerate such Option in whole or in part at any time.

10.5 Method of Exercise . An Option may be exercised by the Optionee giving written notice, in the manner provided in Section 19, specifying the number of shares with respect to which the Option is then being exercised. The notice shall be accompanied by payment in the form of cash or check payable to the order of the Company in an amount equal to the exercise price of the shares to be purchased or, subject in each instance to the Committee’s approval, acting in its sole discretion, and to such conditions, if any, as the Committee may deem necessary to avoid adverse accounting effects to the Company, by delivery to the Company of shares of Stock having a Market Value equal to the exercise price of the shares to be purchased. If the Stock is traded on an established market, payment of any exercise price may also be made through and under the terms and conditions of any formal cashless exercise program authorized by the Company entailing the sale of the Stock subject to an Option in a brokered transaction (other than to the Company). Receipt by the Company of such notice and payment in any authorized or combination of authorized means shall constitute the exercise of the Option. Within 30 days thereafter but subject to the remaining provisions of the Plan, the Company shall deliver or cause to be delivered to the Optionee or his agent a certificate or certificates for the number of shares then being purchased. Such shares shall be fully paid and nonassessable.

10.6 Limit on Incentive Option Characterization . An Incentive Option shall be considered to be an Incentive Option only to the extent that the number of shares of Stock for which the Option first becomes exercisable in a calendar year do not have an aggregate Market Value (as of the date of the grant of the Option) in excess of the “current limit”. The current limit for any Optionee for any calendar year shall be $100,000 minus the aggregate Market Value at the date of grant of the number of shares of Stock available for purchase for the first time in the same year under each other Incentive Option previously granted to the Optionee under the Plan, and under each other incentive stock option previously granted to the Optionee under any other incentive stock option plan of the Company and its Affiliates. Any shares of Stock which would cause the foregoing limit to be violated shall be deemed to have been granted under a separate Nonstatutory Option, otherwise identical in its terms to those of the Incentive Option.

10.7 Notification of Disposition . Each person exercising any Incentive Option granted under the Plan shall be deemed to have covenanted with the Company to report to the Company any disposition of such shares prior to the expiration of the holding periods specified by Section 422(a)(1) of the Code and, if and to the extent that the realization of income in such a disposition imposes upon the Company federal, state, local or other withholding tax requirements, or any such withholding is required to secure for the Company an otherwise available tax deduction, to remit to the Company an amount in cash sufficient to satisfy those requirements.

10.8 Repurchase Rights and Transfer Restrictions . Shares purchased on exercise of Options shall be subject to such forfeiture conditions, rights of repurchase, rights of first refusal and other transfer restrictions as the Board may determine. Such restrictions shall be set forth in the applicable Stock Option Agreement and shall apply in addition to any restrictions otherwise applicable to holders of Shares generally.

10.9 No Rights as a Stockholder . An Optionee, or a transferee of an Optionee, shall have no rights as a stockholder with respect to any Shares covered by the Option until such person becomes entitled to receive such Shares by filing a notice of exercise and paying the Exercise Price pursuant to the terms of the Option. No adjustments shall be made, except as provided by Section 12.

SECTION 11. SETTLEMENT OF AWARDS.

11.1 In General . Awards shall be settled in accordance with their terms.

11.2 Violation of Law . Notwithstanding any other provision of the Plan or the relevant Award Agreement, if, at any time, in the reasonable opinion of the Company, the issuance of shares of Stock covered by an Award may constitute a violation of law, then the Company may delay such issuance and the delivery of a certificate for such shares until (i) approval shall have been obtained from such governmental agencies, other than the Commission, as may be required under any applicable law, rule, or regulation and (ii) in the case where such issuance would constitute a violation of a law administered by or a regulation of the Commission, one of the following conditions shall have been satisfied:

(a) the shares are at the time of the issue of such shares effectively registered under the Securities Act; or

(b) the Company shall have determined, on such basis as it deems appropriate (including an opinion of counsel in form and substance satisfactory to the Company) that the sale, transfer, assignment, pledge, encumbrance or other disposition of such shares or such beneficial interest, as the case may be, does not require registration under the Securities Act or any applicable state securities laws.

The Company shall make all reasonable efforts to bring about the occurrence of said events.

11.3 Corporate Restrictions on Rights in Stock . Any Stock to be issued pursuant to Awards granted under the Plan shall be subject to all restrictions upon the transfer thereof which may be now or hereafter imposed by the charter, certificate or articles, by-laws, or stockholders agreement of the Company. In addition, either at the time an Award is granted or by subsequent action, the Committee may, but need not, impose such restrictions, conditions or limitations as it determines appropriate as to the timing and manner of any resales by a Participant or other subsequent transfers by a Participant of any Stock issued under an Award, including without limitation (a) restrictions under an insider trading policy, (b) restrictions designed to delay and/or coordinate the timing and manner of sales by the Participant or Participants, and (c) restrictions as to the use of a specified brokerage firm for such resales or other transfers.

11.4 Investment Representations . The Company shall be under no obligation to issue any shares covered by any Award unless the shares to be issued pursuant to Awards granted under the Plan have been effectively registered under the Securities Act or the Participant shall have made such written representations to the Company (upon which the Company believes it may reasonably rely) as the Company may deem necessary or appropriate for purposes of confirming that the issuance of such shares will be exempt from the registration requirements of the Securities Act and any applicable state securities laws and otherwise in compliance with all applicable laws, rules and regulations, including but not limited to that the Participant is acquiring the shares for his or her own account for the purpose of investment and not with a view to, or for sale in connection with, the distribution of any such shares.

11.5 Placement of Legends; Stop Orders; Etc . Each share of Stock to be issued pursuant to Awards granted under the Plan may bear a reference to the investment representation made in accordance with Section 11.4 in addition to any other applicable restriction under the Plan, the terms of the Award and to the fact that no registration statement has been filed with the Commission in respect to such shares of Stock. All certificates for shares of Stock or other securities delivered under the Plan shall be subject to such stock transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations, and other requirements of any stock exchange upon which the Stock is then listed, and any applicable federal or state securities law, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions.

11.6 Tax Withholding . Whenever shares of Stock are issued or to be issued pursuant to Awards granted under the Plan, the Company shall have the right to require the recipient to remit to the Company an amount sufficient to satisfy federal, state, local or other withholding tax requirements if, when, and to the extent required by law (whether so required to secure for the Company an otherwise available tax deduction or otherwise) prior to the delivery of any certificate or certificates for such shares. The obligations of the Company under the Plan shall be conditional on satisfaction of all such withholding obligations and the Company shall, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to the recipient of an Award.

SECTION 12. ADJUSTMENT PROVISIONS.

12.1 Adjustment for Corporate Actions . All of the share numbers set forth in the Plan reflect the capital structure of the Company as of March 25, 2010. Subject to Section 12, if subsequent to that date the outstanding shares of Stock (or any other securities covered by the Plan by reason of the prior application of this Section) are increased, decreased, or exchanged for a different number or kind of shares or other securities, or if additional shares or new or different shares or other securities are distributed with respect to shares of Stock, through merger, consolidation, sale of all or substantially all the property of the Company, reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split, or other similar distribution with respect to such shares of Stock, an appropriate and proportionate adjustment will be made in (i) the maximum numbers and kinds of shares provided in Section 8, (ii) the numbers and kinds of shares or other securities subject to the then outstanding Awards, (iii) the exercise price for each share or other unit of any other securities subject to then outstanding Options (without change in the aggregate purchase price as to which such Options remain exercisable), and (iv) the repurchase price of each share of Restricted Stock then subject to a Risk of Forfeiture in the form of a Company repurchase right.

12.2 Dissolution or Liquidation . Upon dissolution or liquidation of the Company, other than as part of an Acquisition or similar transaction, each outstanding Option shall terminate, but the Optionee shall have the right, immediately prior to the dissolution or liquidation, to exercise the Option to the extent exercisable on the date of dissolution or liquidation.

12.3 Adjustment of Awards Upon the Occurrence of Certain Unusual or Nonrecurring Events . In the event of any corporate action not specifically covered by the preceding Sections, including but not limited to an extraordinary cash distribution on Stock, a corporate separation or other reorganization or liquidation, the Committee may make such adjustment of outstanding Awards and their terms, if any, as it, in its sole discretion, may deem equitable and appropriate in the circumstances. The Committee may make adjustments in the terms and conditions of, and the criteria included in, Awards in recognition of unusual or nonrecurring events (including, without limitation, the events described in this Section) affecting the Company or the financial statements of the Company or of changes in applicable laws, regulations, or accounting principles, whenever the Committee determines that such adjustments are appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan.

adjustment hereunder of the number of shares covered by an Award shall cause such number to include a fraction of a share, such number of shares shall be adjusted to the nearest smaller whole number of shares. No adjustment of an Option exercise price per share pursuant to this Section 12 shall result in an exercise price which is less than the par value of the Stock.

SECTION 13. CONSEQUENCES OF ACQUISITION.

13.1 Options .

(a) In the case of and subject to the consummation of an Acquisition, the Plan and all Options issued hereunder shall terminate upon the effective time of any such Acquisition unless provision is made in connection with the Acquisition for the assumption or continuation of Options theretofore granted by the successor entity, or the substitution of such Options with new Options of the successor entity or parent thereof, with an equitable or proportionate adjustment as to the number and kind of shares and, if appropriate, the per share exercise prices, as such parties shall agree (after taking into account any Acceleration hereunder and/or pursuant to the terms of any Award Agreement). In addition to, and in no way limiting the foregoing sentence, in the case of and subject to the consummation of an Acquisition, this Plan and all unvested Options hereunder may be assumed and all vested Options hereunder may be cancelled in return for a cash payment as set forth in Section 13.1(c).

(b) In the event of the termination of the Plan and all Options issued hereunder pursuant to this Section 13.1, each holder of Options shall be permitted, within a specified period of time prior to the consummation of the Acquisition as determined by the Committee, to exercise all such Options which are then exercisable or will become exercisable as of the effective time of the Acquisition; provided, however , that the exercise of Options not exercisable prior to the Acquisition shall be subject to the consummation of the Acquisition.

(c) Notwithstanding anything to the contrary in Section 13.1(a), in the event of an Acquisition, the Company shall have the right, but not the obligation, to make or provide for a cash payment to the grantees holding Options in exchange for the cancellation thereof, in an amount equal to the difference between (A) the value as determined by the Committee of the consideration payable per share of Stock pursuant to the Acquisition (the “ Sale Price ”) times the number of shares of Stock subject to outstanding Options (to the extent then vested and exercisable, including by reason of acceleration in connection with such Acquisition, at prices not in excess of the Sale Price) and (B) the aggregate exercise price of all such outstanding vested Options.

13.2 Restricted Stock .

(a) In the case of and subject to the consummation of an Acquisition, all Restricted Stock Awards issued hereunder shall be forfeited immediately prior to the effective time of any such Acquisition unless provision is made in connection with the Acquisition for the assumption or continuation of such Awards by the successor entity, or the substitution of such Awards with new Awards of the successor entity or parent thereof, with an equitable or proportionate adjustment as to the number and kind of shares subject to such Awards as such parties shall agree (after taking into account any acceleration hereunder and/or pursuant to the terms of any Award Agreement).

(b) In the event of the forfeiture of shares of Restricted Stock issued hereunder pursuant to Section 13.2(a), such shares of Restricted Stock shall be repurchased from the holder thereof at a price per share equal to the lower of the original per share purchase price paid by the recipient (subject to adjustment as provided in Section 12) or the current Market Value of such shares, determined immediately prior to the effective time of the Acquisition.

(c) Notwithstanding anything to the contrary in Section 13.2(a) in the event of an Acquisition, the Company shall have the right, but not the obligation, to make or provide for a cash payment to the grantees holding Restricted Stock in exchange for the cancellation thereof, in an amount equal to the Sale Price times the number of shares of Stock subject to such Awards, to be paid at the time of such Acquisition or upon the later vesting of such Awards.

SECTION 14. SECURITIES LAW REQUIREMENTS.

14.1 General . Shares shall not be issued under the Plan unless the issuance and delivery of such Shares complies with (or is exempt from) all applicable requirements of law, including (without limitation) the Securities Act, the rules and regulations promulgated thereunder, state securities laws and regulations, and the regulations of any stock exchange or other securities market on which the Company’s securities may then be listed.

14.2 Dividend Rights . An Award Agreement for Restricted Stock may require that the holders of Shares invest any cash dividends received in additional Shares. Such additional Shares shall be subject to the same conditions and restrictions as the award with respect to which the dividends were paid.

SECTION 15. LIMITATION OF RIGHTS IN STOCK; NO SPECIAL SERVICE RIGHTS.

A Participant shall not be deemed for any purpose to be a stockholder of the Company with respect to any of the shares of Stock subject to an Award, unless and until a certificate shall have been issued therefor and delivered to the Participant or his agent. Any Stock to be issued pursuant to Awards granted under the Plan shall be subject to all restrictions upon the transfer thereof which may be now or hereafter imposed by the Certificate of Incorporation and the By-laws of the Company. Nothing contained in the Plan or in any Award Agreement shall confer upon any recipient of an Award any right with respect to the continuation of his or her employment or other association with the Company (or any Affiliate), or interfere in any way with the right of the Company (or any Affiliate), subject to the terms of any separate employment, advisory or consulting agreement or provision of law or corporate articles or by-laws to the contrary, at any time to terminate such employment, advisory or consulting agreement or to increase or decrease, or otherwise adjust, the other terms and conditions of the recipient’s employment or other association with the Company and its Affiliates.

SECTION 16. UNFUNDED STATUS OF PLAN.

Committee may authorize the creation of trusts or other arrangements to meet the obligations created under the Plan to deliver Stock or payments with respect to Options and other Awards hereunder, provided, however , that the existence of such trusts or other arrangements is consistent with the unfunded status of the Plan.

SECTION 17. NON-EXCLUSIVITY OF THE PLAN.

Neither the adoption of the Plan by the Board nor the submission of the Plan to the stockholders of the Company shall be construed as creating any limitations on the power of the Board to adopt such other incentive arrangements as it may deem desirable, including without limitation, the granting of stock options and restricted stock other than under the Plan, and such arrangements may be either applicable generally or only in specific cases.

SECTION 18. TERMINATION AND AMENDMENT OF THE PLAN.

The Board may at any time terminate the Plan or make such modifications or amendments of the Plan as it shall deem advisable. Unless the Board otherwise expressly provides, no amendment of the Plan shall affect the terms of any Award outstanding on the date of such amendment. In any case, no termination or amendment of the Plan may, without the consent of any recipient of an Award granted hereunder, adversely affect the rights of the recipient under such Award. To the extent that any terms or conditions of this Plan, as amended and restated as of the Effective Date, adversely affect the rights of a Participant pursuant to an Award outstanding prior to the Effective Date, the terms of such existing Awards shall apply, unless the Participant has provided consent to such changes. In addition, the Board may not, without the approval of the stockholders of the Company obtained within 12 months before or after the Board adopts a resolution authorizing any of the following actions, amend the Plan to modify the provisions of Section 7.1 regarding the prohibitions on repricing and reload grants.

The Committee may amend the terms of any Award theretofore granted, prospectively or retroactively, provided that the Award as amended is consistent with the terms of the Plan, but no such amendment shall impair the rights of the recipient of such Award without his or her consent.

SECTION 19. NOTICES AND OTHER COMMUNICATIONS.

Any notice, demand, request or other communication hereunder to any party shall be deemed to be sufficient if contained in a written instrument delivered in person or duly sent by first class registered, certified or overnight mail, postage prepaid, or telecopied with a confirmation copy by regular, certified or overnight mail, addressed or telecopied, as the case may be, (i) if to the recipient of an Award, at his or her residence address last filed with the Company and (ii) if to the Company, at its principal place of business, addressed to the attention of its President and Chief Executive Officer (and with a copy sent contemporaneously to Pillsbury Winthrop Shaw Pittman LLP, the Company’s legal counsel), or to such other address or telecopier number, as the case may be, as the addressee may have designated by notice to the addressor. All such notices, requests, demands and other communications shall be deemed to have been received: (i) in the case of personal delivery, on the date of such delivery; (ii) in the case of mailing, when received by the addressee; and (iii) in the case of facsimile transmission, when confirmed by facsimile machine report.

SECTION 20. GOVERNING LAW.

The Plan and all Award Agreements and actions taken thereunder shall be governed, interpreted and enforced in accordance with the laws of the State of Delaware, without regard to the conflict of laws principles thereof.

Exhibit 99.2

FIRST AMENDMENT TO

KAVIZA INC.

AMENDED AND RESTATED

2008 STOCK INCENTIVE PLAN

THIS FIRST AMENDMENT TO KAVIZA INC. AMENDED AND RESTASTED 2088 STOCK INCENTIVE PLAN (the “Plan Amendment”) is made by Kaviza Inc., a Delaware corporation (the “Company”) for the purpose of amending the Company’s Amended and Restated 2008 Stock Incentive Plan (as amended and in effect, the “Plan”). All capitalized terms used herein but not defined shall have the meanings set forth in the Plan.

WHEREAS, the Company desires to amend the Plan to provide that under specified circumstances (i) no further option grants may be made under the Plan and (ii) certain outstanding option grants under the Plan shall not be repriced.

NOW THEREFORE, in accordance with Section 18 of the Plan, the Plan is hereby amended as follows:

Amendment to Plan:

(a)

The first sentence of Section 3.1 is hereby deleted and replaced with the following sentence:

“3.1 Except as provided in Section 5.1, unless the Plan shall have been earlier terminated by the Board, Awards may be granted under this Plan at any time in the period commencing on March 24, 2010 and ending immediately prior to the tenth (10th) anniversary of thereof.”

(b)

Section 5.1 of the Plan is hereby amended by adding the following to the last sentence of that Section:

“; provided, however, that from and after the Closing (as defined in that certain Agreement and Plan of Merger by and among inter alia Citrix Systems, Inc. and the Company, dated as of March 25, 2010 (the “Merger Agreement”)), no further Awards shall be granted under the Plan.”

(c)

Section 7.1(a) of the Plan is hereby amended by adding the following as the last sentence of that Section:

“Notwithstanding anything in this Plan to the contrary, from and after the Closing, the exercise price of any outstanding Company Option (as defined in the Merger Agreement) shall not be reduced and no outstanding Company Option may be amended or cancelled for the purpose of repricing, replacing or regranting such Company Option with an exercise price that is less than the original exercise price of such Company Option.”

Except herein above provided, the Plan is hereby ratified, confirmed and approved in all respects.

Exhibit 99.3

KAVIZA INC.

2010 Restricted Stock Unit Plan

This 2010 Restricted Stock Unit Plan (this “ Plan ”) has been adopted by Kaviza Inc., a Delaware corporation, to provide a long-term incentive to certain designated employees of the Company to continue their employment with the Company.

1. Certain Definitions . As used in this Plan:

“ Board of Directors ” means (i) prior to the Effective Time, the Board of Directors of the Company and (ii) after the Effective Time, the Board of Directors of the Parent Company. After the Effective Time the Board of Directors may delegate some or all of its powers and authority under this Plan to a committee of the Board of Directors of the Parent Company, and if and to the extent of any such delegation, references in this Plan to the Board of Directors will mean such committee.

“ Capitalization Adjustment ” shall have the meaning set forth in Section 12.

“ Cause ” means, with respect to a Participant, any one or more of the following conditions:

(a) the Participant’s failure or refusal to satisfactorily perform his duties to the Company (or, after the Effective Time, the Surviving Corporation or the Parent Company) after written notice (which specifies such failure or refusal) and failure to cure within twenty (20) days of such notice;

(b) the Participant’s disloyalty, gross negligence, willful misconduct, insubordination, dishonesty, fraud, embezzlement or breach of any fiduciary duty;

(c) the Participant’s deliberate disregard or violation of the Company’s (or, after the Effective Time, the Surviving Corporation’s or the Parent Company’s) rules or policies which results in direct or indirect material loss, damage or injury to the Company (or, after the Effective Time, the Surviving Corporation or the Parent Company) or the commission by Purchaser of any other action that injures or may injure the Company (or, after the Effective Time, the Surviving Corporation or the Parent Company);

(d) the conviction of the Participant of any crime that constitutes a felony (including a plea of nolo contendere) or a crime of moral turpitude in the jurisdiction involved;

(e) the Participant’s breach of the terms of (i) this Agreement, (ii) his Employee Confidentiality and Non-Solicitation Agreement, (iii) any non-compete agreement between Purchaser and the Company, (iv) his Employment Offer Letter, or (v) any other agreement between the Participant and the Company related to any of the agreements in clauses (i)-(iv) of this sentence; provided, however, that the Merger Agreement is not and shall not be deemed to be so related;

(f) Purchaser’s commission of any act, not otherwise instructed by the Company, that induces any customer or supplier to breach or terminate a contract with the Company.

“ Code ” means the Internal Revenue Code of 1986, as amended from time to time.

“ Common Stock ” means the common stock of the Company, par value $0.0001 per share.

“ Common Stock Value Per Share ” means $ 0.0001 per share (as adjusted for any stock dividends, combinations, splits, recapitalizations and similar events with respect to the Common Stock prior to the Effective Time).

“ Company ” means Kaviza Inc., a Delaware corporation, and its successors and assigns, including the Surviving Corporation.

“ Effective Date ” means the effective date of this Plan, which is March 25, 2010, the date on which this Plan was approved by the Board of Directors.

“ Effective Time ” means the effective time of a Merger.

“ Employment Offer Letter ” shall have the meaning set forth in Section 2(c).

“ Exchange Ratio ” shall have the meaning set forth in Section 3(b).

“ Termination Without Cause ” shall have the meaning set forth in Section 2(c).

“ Final Vesting Date ” means February 20, 2013.

“ Merger ” means the first merger, after the Effective Date, of the Company with or into any other entity pursuant to which the holders of outstanding voting stock of the Company immediately prior to such merger hold, directly or indirectly, less than 50% of the outstanding voting stock of the surviving corporation of the merger (the “ Surviving Corporation ”) immediately after such merger. For purposes of clarity, there shall only be one Merger.

“ Parent Common Stock ” means duly authorized, validly issued, fully paid and non-assessable shares of common stock of the Parent Company.

“ Parent Company ” means the ultimate parent corporation of the Surviving Corporation.

“ Parent Price ” means the closing price of a share of Parent Common Stock as reported on The Nasdaq Global Select Market for the last Nasdaq trading day immediately prior to the day on which the Effective Time occurs.

“ Participants ” means those employees of the Company designated as participants and allocated Restricted Stock Units under this Plan.

“ Restricted Stock Units ” shall have the meaning set forth in Section 2(a).

“ Securities Act ” shall have the meaning set forth in Section 3(c)(X).

“ Separation Date ” shall have the meaning set forth in Section 2(d).

“ Shares ” means shares of Parent Common Stock, as applicable, issued or issuable pursuant to Section 3(a) or (b).

“ Surviving Corporation ” has the meaning ascribed to such term within the definition of “Merger.”

“ Unallocated Pool ” means any Restricted Stock Units that have been allocated under this Plan and subsequently forfeited pursuant to Section 2(d) of this Plan.

“ Vesting Date ” means the twentieth day of each month following the Effective Time.

2. Restricted Stock Units .

(a) Availability . The maximum number of Restricted Stock Units (“ Restricted Stock Units ”) available for issuance under the Plan shall be 3,828,125, which shall be amended by the Board of Directors on the Effective Time. Notwithstanding the foregoing, the number of Restricted Stock Units available for issuance under the Plan and the number of allocated Restricted Stock Units under the Plan shall be adjusted proportionately upon any reorganization, reclassification, recapitalization, stock dividend, stock split, reverse stock split or similar action with respect to the shares of Common Stock prior to the Merger; provided , however , that no adjustment shall be made upon or after the occurrence of a Merger other than as specifically set forth in Section 3(b) and elsewhere in this Plan.

(b) Allocation of Restricted Stock Units . From and after the Effective Date until one business day prior to the Effective Time, the chief executive officer of the Company shall have the authority to designate Participants in the Plan and allocate Restricted Stock Units, subject to the maximum number of Restricted Stock Units permitted by this Plan and further subject to guidelines, if any, that the Board of Directors shall set forth at any time or from time to time. Any Restricted Stock Units in the Unallocated Pool may be (but are not required to be) reallocated by the Board of Directors at any time prior to the Final Vesting Date, to such of the Participants and in such amounts as the Board of Directors, in its sole discretion, determines. Each allocation or grant of a Restricted Stock Unit shall at all times be subject to all applicable terms and conditions of this Plan. Restricted Stock Units that have been settled pursuant to Section 3(a) or 3(b) shall reduce the number of Restricted Stock Units available for allocation under this Plan by the number of Restricted Stock Units so settled, shall be cancelled, shall no longer constitute Restricted Stock Units, shall not become part of the Unallocated Pool and shall not be reallocated to any Participant.

(c) Vesting . Provided a Participant remains employed by the Company or any of its subsidiaries (or, after the Effective Time, the Surviving Corporation or any of its subsidiaries or the Parent Company or any of its subsidiaries) on each Vesting Date, 1.5625% of such Participant’s Restricted total Stock Units shall vest, until such Participant’s total Restricted Stock Units shall be fully vested on the Final Vesting Date. Notwithstanding the foregoing, if a Participant’s employment is terminated without Cause after the Effective Time by the Surviving Corporation or any of its subsidiaries or the Parent Company or any of its subsidiaries, or the Participant terminates his employment with the Company or any of its subsidiaries or the Parent

Company or any of its subsidiaries as a result of a Constructive Termination (defined below) (in either case, a “ Termination Without Cause ”) then the unvested portion of such Participant’s Restricted Stock Units shall become vested on such termination date (which shall be deemed a Vesting Date for purposes of settlement of such Restricted Stock Units under Sections 3(a) and (b)). “Constructive Termination” means the Participant’s written resignation within thirty (30) days following any action by the Company (or, after the Effective Time, the Surviving Corporation or the Parent Company) which (i) reduces the amount of the Participant’s then targeted total compensation (consisting solely of the Purchaser’s base salary and any target based bonus eligibility) by 10% or more in a manner that disproportionately adversely affects the Participant, as compared to all other Company (or, after the Effective Time, the Surviving Corporation or the Parent Company) officers (provided, that the actual amount (if any) of any target based bonus that the Participant may earn shall in no way impact the determination of whether a Constructive Termination exists), (ii) unilaterally changes the Participant’s title and duties to less than that of a senior director; provided, that the unilateral change by the Surviving Corporation or the Parent Company in the Participant’s title and duties on the terms set forth in the employment offer letter by and among the Company, Purchaser and the Parent Company or its affiliates), dated as of the date hereof (the “Employment Offer Letter”), shall not constitute a “Constructive Termination,” or (iii) relocation of the Participant’s work site more than fifty (50) miles from the Participant’s usual place of business

(d) Termination of Restricted Stock Units . Except in the case of a Termination Without Cause, upon termination of any Participant’s employment with the Company or any of its subsidiaries (or, after the Effective Time, the Surviving Corporation or any of its subsidiaries or the Parent Company or any of its subsidiaries), such that after such termination, such Participant is no longer employed by the Company or any of its subsidiaries (or, after the Effective Time, the Surviving Corporation or any of its subsidiaries or the Parent Company or any of its subsidiaries), regardless of the reason, if any, for such termination (including by reason of death or permanent disability or disaffiliation of any such subsidiary or affiliate with the Parent Company) or whether such termination is by the Company or any of its subsidiaries (or, after the Effective Time, the Surviving Corporation or any of its subsidiaries or the Parent Company or any of its subsidiaries) or such employee (the date of such termination, the “ Separation Date ”), all Restricted Stock Units allocated to or held by that Participant that are unvested as of the Separation Date shall terminate and be forfeited by that Participant as of the Separation Date, and such terminated and forfeited Restricted Stock Units will be added to the Unallocated Pool; and thereafter such Participant will have no rights in respect of any Restricted Stock Units or this Plan except the right to receive payment for Restricted Stock Units that vested prior to the Separation Date as set forth in this Plan. Any resulting Unallocated Pool shall not be subject to mandatory reallocation to or among the remaining Participants.

3. Settlement of Restricted Stock Units .

(a) Delivery of Shares . Subject to Sections 3(c), 3(d), 3(h) and 7, upon the vesting of each Restricted Stock Unit, the Company shall, within ten business days following the applicable Vesting Date, deliver to the Participant holding such Restricted Stock Unit one share of Common Stock, and such Restricted Stock Unit shall be deemed satisfied and retired (and, for clarity, shall not be available to be added to the Unallocated Pool). Notwithstanding the foregoing, this Section 3(a) shall not apply if Section 3(b) applies with respect to a Restricted Stock Unit.

(b) Effect of Merger . Effective upon the Effective Time, by virtue of the Merger and without any action on the part of the Participant, the Company, the Surviving Corporation or the Parent Company, each Restricted Stock Unit shall be converted into the right to receive, as of the applicable Vesting Date upon which such Restricted Stock Unit vests and subject to Sections 3(c), 3(d), 3(h) and 7, a number of shares of Parent Common Stock equal to the quotient obtained by dividing the Common Stock Value Per Share by the Parent Price (the “ Exchange Ratio ”). Following the Effective Time and subject to Sections 3(c), 3(d), 3(h) and 7, within ten business days following the applicable Vesting Date of a Restricted Stock Unit, the Parent Company shall deliver to the Participant holding such Restricted Stock Unit a certificate representing a number of shares of Parent Common Stock equal to the Exchange Ratio and such Restricted Stock Unit shall be deemed satisfied and retired (and, for clarity, shall not be available to be added to the Unallocated Pool).

(c) Violation of Law . Notwithstanding any other provision of this Plan, if, at any time, in the reasonable opinion of the Company (or, after the Effective Time, the Parent Company), the issuance of Shares upon settlement of a Restricted Stock Unit would constitute a violation of law, then the Company (or, after the Effective Time, the Parent Company) may delay such issuance and the delivery of a certificate for such Shares until (i) approval shall have been obtained from such governmental agencies, other than the Securities and Exchange Commission, as may be required under applicable law, rule, or regulation and (ii) in the case where such issuance would constitute a violation of a law administered by or a regulation of the Securities and Exchange Commission, one of the following conditions shall have been satisfied:

(X) the Shares are at the time of the issue of such Shares effectively registered under the Securities Act of 1933, as amended (the “ Securities Act ”); or

(Y) the Company (or, after the Effective Time, the Parent Company) shall have determined, on such basis as it deems appropriate, acting reasonably (which may, if reasonably necessary, include an opinion of counsel in form and substance satisfactory to the Company (or, after the Effective Time, the Parent Company)) that the issuance and delivery of such Shares does not require registration under the Securities Act or any applicable State securities laws.

The Company (and, after the Effective Time, the Parent Company) shall use its commercially reasonable efforts to bring about the occurrence of said events. Without limiting the foregoing and subject at all times to applicable law, rule and regulation, the Parent Company shall (i) file, within three business days after the Effective Time, a registration statement on Form S-8 (or other appropriate form) under the Securities Act to register the shares of Parent Common Stock issuable under the Plan, (ii) use commercially reasonable efforts at least equivalent to those used in maintaining the effectiveness of Parent’s other registration statements on Form S-8 to cause such registration statement to remain effective until the delivery of all such Shares under this Plan, and (iii) promptly notify the Participants if at any time after such registration statement becomes effective the Participants are not permitted to resell such Shares under such registration statement because of any condition affecting the Parent Company.

(d) Tax Withholding . Whenever Shares are to be issued pursuant to Restricted Stock Units granted under the Plan, or such Restricted Stock Units vest under the Plan, the Company (or, after the Effective Time, the Parent Company) shall have the right, in its sole and absolute discretion, to:

(i) require the Participant to remit to the Company (or, after the Effective Time, the Parent Company) an amount of funds sufficient to satisfy all federal, state, local or other withholding tax requirements if, when, and to the extent required by law prior to the delivery of any certificate or certificates for such Shares;

(ii) require the Participant to satisfy any such withholding by simultaneously delivering a notice to the Company (or, after the Effective Time, the Parent Company), together with a copy of irrevocable instructions to a broker to deliver promptly to the Company (or, after the Effective Time, the Parent Company) an amount of sale proceeds of such number of Shares (rounded up to the nearest whole Share) otherwise issuable under the Plan necessary to pay such withholding taxes;

(iii) require the Participant to satisfy any such withholding by forfeiting to the Company (or, after the Effective Time, the Parent Company) a number of Shares (rounded up to the next whole Share) otherwise issuable under the Plan with a market value equal to the amount of such withholding taxes based on the closing price of a share of Parent Common Stock as reported on The Nasdaq Global Select Market (or, if not traded thereon, such principal securities exchange or automatic dealer quotation system on which the Shares are traded) for the last trading day immediately prior to the day on which the withholding is made; or

(iv) any combination of the foregoing.

The amount withheld shall not exceed the minimum withholding allowed under applicable law and shall satisfy any other conditions necessary to avoid adverse accounting consequences to the Company (or, after the Effective Time, the Parent Company), that otherwise would not have occurred in the absence of such withholding. The obligations of the Company (or, after the Effective Time, the Parent Company and the Surviving Corporation) under the Plan with respect to the issuance of Shares to a Participant shall be conditional on the satisfaction of all such withholding obligations by such Participant with respect to such Shares, and the Company (or, after the Effective Time, the Parent Company and the Surviving Corporation) shall, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to the Participant.

(e) No Rights to Transfer . Restricted Stock Units are not assignable or transferable. No Participant shall have the right to sell, assign, transfer, pledge, gift, bequeath, encumber or hypothecate his or her right in or to any Restricted Stock Units (or, until such time as such Shares have been delivered to such Participant pursuant to Section 3(a) or 3(b), Shares to be issued in respect thereof) in any manner, nor shall such right of any Participant be subject to claims of his or her creditors, or be liable to attachment, execution or other process of law. Any attempted sale, assignment, transfer, pledge, hypothecation, gift, bequest or other disposition of a Participant’s right in or to the Restricted Stock Units (or, until such time as such Shares have been delivered to such Participant pursuant to Section 3(a) or 3(b), Shares to be issued in respect thereof) shall be null and void and without effect.

(f) Restricted Stock Units Uncertificated . The Company may, at its discretion, from time to time advise Participants of the Restricted Stock Units allocated to them. Restricted Stock Units will not be certificated and the right to receive Restricted Stock Units shall be a contract right only and will be evidenced only by this Plan and by entries in the Company’s (or the Surviving Corporation’s) books and records. Restricted Stock Units carry no voting, dividend, participation, liquidation or other equity rights or characteristics. No Participant shall have any rights as a stockholder of the Company, the Surviving Corporation or the Parent Company by reason of holding Restricted Stock Units.

(g) No Representation or Warranty . NO REPRESENTATION OR WARRANTY IS MADE WITH RESPECT TO THE VALUE, IF ANY, OF ANY RESTRICTED STOCK UNITS, SHARES OF COMMON STOCK OR SHARES OF PARENT COMMON STOCK GRANTED OR ISSUED UNDER THIS PLAN.

(h) No Fractional Shares . No fraction of a Share shall be issued upon settlement of a Restricted Stock Unit. The total number of Shares potentially payable to a particular Participant upon vesting of all of such Participant’s Restricted Stock Units (calculated pursuant to Section 3(a) or 3(b), as applicable) shall be adjusted downward to the nearest smaller whole number of Shares with no payment for any fraction. After calculating the total whole number of Shares potentially payable to a particular Participant pursuant to the preceding sentence, the Company shall round down any fractional Shares otherwise vested and payable to such Participant as of the applicable Vesting Date and shall add such fractional Shares to the Shares that will become vested and payable to such Participant as of the next applicable Vesting Date (for example, if the total whole number of Shares were 100, 33 Shares would be vested and payable as of each of the first Vesting Date and second Vesting Date and 34 Shares would be vested and payable as of the third Vesting Date).

(i) Reservation of Shares . The Company, and after the Effective Time the Parent Company, will at all times during the term of the Plan reserve or keep available such number of Shares as will be sufficient to satisfy the requirements of the Plan.

4. No Rights to Continued Employment . Nothing in this Plan is intended to confer on any person any right to continued employment with the Company, the Surviving Corporation or the Parent Company, or any of their respective subsidiaries or affiliates, notwithstanding that the continuation of employment may be required in order to receive any Shares under this Plan.

5. Governing Law and Administration of Plan . This Plan will be governed by and interpreted and construed in accordance with the internal laws of the State of Delaware, without reference to principles of conflicts or choice of law. The captions of sections of this Plan are for convenience of reference only and will not affect the interpretation or construction of this Plan.

This Plan will be administered by the Board of Directors. The Board of Directors will have authority, exercisable in its sole and absolute discretion, to interpret and construe this Plan, to make all determinations necessary or advisable for Plan administration, and to correct any

defect, supply any omission or reconcile any inconsistency in the Plan in such manner and to such extent as it shall reasonably determine in good faith to be advisable to effectuate the purposes of the Plan. All such interpretations, determinations, and actions by the Board of Directors will be final, binding, and conclusive.

After the Effective Time, the Board of Directors may delegate some or all of its powers and authority hereunder to a committee of the Board of Directors and if and to the extent of any such delegation, references in this Plan to the Board of Directors will mean such committee.

6. Amendment . Prior to the Effective Time, the Board of Directors may, in its sole and absolute discretion, amend the provisions of this Plan and the terms of any Restricted Stock Units allocated under this Plan without the consent of any Participant. On and after the Effective Time, the Board of Directors may not amend the provisions of this Plan or the terms of any Restricted Stock Units without the written consent of each Participant who would be materially adversely affected by such amendment.

7. Release . No Participant shall receive any Shares hereunder unless such Participant has first executed and delivered to the Company or the Surviving Corporation, as applicable, as of a date no more than five days prior to such receipt, a General Release in such form as the Board of Directors may require, provided that any such General Release shall not require a Participant to waive any claims such Participant has or may have under the definitive Merger Agreement relating to the Merger.

8. Termination . This Plan shall by its terms terminate automatically, and all Restricted Stock Units outstanding under this Plan shall by their terms be automatically cancelled and deemed forfeited, if the consummation of a Merger does not occur on or before September 25, 2011; provided , however , that the Board of Directors at any time prior to the consummation of a Merger may extend the term of this Plan and the term of any Restricted Stock Unit for one or more additional period(s) as it shall determine in its sole and absolute discretion. On and after the Effective Time, this Plan and all Restricted Stock Units outstanding under this Plan shall by their terms automatically terminate immediately upon the earlier of (a) the issuance of all Shares as contemplated by Section 3 of this Plan or (b) the ten year anniversary of the Effective Date.

9. Benefit Amounts Not Salary . No Shares issuable pursuant to this Plan shall be deemed salary or other compensation to any Participant for purposes of computing benefits to which a Participant may be entitled under any vacation, disability, profit sharing, pension plan or other arrangement of the Company or any of its subsidiaries or the Surviving Corporation or any of its subsidiaries or affiliates (including the Parent Company) for the benefit of its respective employees or independent contractors except as otherwise specifically provided by such plan or arrangement. This Plan is intended to constitute an “unfunded” plan for incentive compensation, and is not intended to constitute a plan subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended.

10. Successors . The Plan shall be binding upon and inure to the benefit of the Company, its successors and assigns. Without limiting the forgoing, effective at the Effective Time this Plan shall be binding upon the Surviving Corporation and the Parent Company by virtue of the Merger and without the need for any further action on the part of the Company, the Board of Directors, the Surviving Corporation or the Parent Company.

11. Nonexclusivity of the Plan . The adoption of this Plan by the Board of Directors shall not be construed as creating any limitations on the power of the Board of Directors to adopt such other incentive arrangements as it may deem desirable, including without limitation, the granting of cash incentives, stock options and restricted stock other than under the Plan, and such arrangements may be either applicable generally or only in specific cases.

12. Capitalization Adjustments . If, after the Effective Time, any change is made in, or other event occurs with respect to, the Shares subject to the Plan or subject to any Restricted Stock Unit (through merger, consolidation, reorganization, recapitalization, reincorporation, stock dividend, dividend in property other than cash, stock split, liquidating dividend, combination of shares, exchange of shares, change in corporate structure or other transaction) (each a “ Capitalization Adjustment ”), the outstanding Restricted Stock Units will be appropriately adjusted in the class(es) and number of securities or other property subject to such outstanding Restricted Stock Units. The Board of Directors shall make such adjustments in good faith, and its determination so made shall be final, binding and conclusive.

13. Entire Understanding . This Plan sets forth the entire understanding between the Company, the Surviving Corporation, the Parent Company and the Participants with respect to the matters referred to herein and supersedes all prior representations, commitments, understandings or agreements with respect to thereto.

Exhibit 99.4

C LOUD . COM , I NC .

A MENDED AND R ESTATED 2008 S TOCK I NCENTIVE P LAN

CLOUD.COM, INC.

AMENDED AND RESTATED 2008 STOCK INCENTIVE PLAN

SECTION 1. PURPOSE.

The Plan was adopted by the Board of Directors effective August 13, 2008, and is hereby amended and restated subject to and effective immediately prior to the Closing (as defined in that certain Agreement and Plan of Merger by and among inter alia Citrix Systems, Inc. and the Company, dated as of June 23, 2011 (the “Merger Agreement”)).

SECTION 2. DEFINITIONS.

2.2 “Acquisition” shall mean the occurrence of any of the following events:

(a) a merger or consolidation of the Company with or into another person; or

2.4 “Award” means any grant or sale pursuant to the Plan of Options or Restricted Stock.

2.5 “Award Agreement” means an agreement between the Company and the recipient of an Award, setting forth the terms and conditions of the Award.

2.6 “Board” shall mean the Board of Directors of the Company, as constituted from time to time.

2.7 “Code” shall mean the Internal Revenue Code of 1986, as amended, or any successor statute thereto, and any regulations issued from time to time thereunder.

2.8 “Commission” means the Securities and Exchange Commission.

2.10 “Company” shall mean Cloud.com, Inc., a Delaware corporation, and any successor corporation to all or substantially all of the assets or voting stock of Cloud.com, Inc. which shall by appropriate action adopt the Plan.

2.11 “Consultant” shall mean a consultant or advisor who is not an Employee or Director and who performs bona fide services for the Company, a Parent or Subsidiary.

2.12 “Director” shall mean a member of the Board of the Company, a Parent or a Subsidiary.

2.14 “Effective Date” means August 13, 2008, the original effective date of the Plan.

2.16 “Exchange Act” shall mean the U.S. Securities and Exchange Act of 1934, as amended, or any successor statute thereto, and any regulations issued from time to time thereunder.

2.17 “Grant Date” means the date on which an Option or other Award is granted.

2.18 “Incentive Option” shall mean an incentive stock option described in section 422(b) of the Code.

2.20 “Nonstatutory Option” shall mean a stock option that is not an Incentive Option.

2.21 “Option” shall mean an option to purchase shares of Stock.

2.22 “Optionee” shall mean a Participant to whom an Option shall have been granted under the Plan.

2.24 “Participant” means any holder of an outstanding Award under the Plan.

2.25 “Plan” shall mean the Cloud.com, Inc. Amended and Restated 2008 Stock Incentive Plan.

2.26 “Restricted Stock” means a grant or sale of shares of Stock to a Participant subject to a Risk of Forfeiture.

2.29 “Securities Act” shall mean the U.S. Securities Act of 1933, as amended, or any successor statute thereto, and any regulations issued from time to time thereunder.

2.30 “Share” shall mean one share of Stock, as adjusted in accordance with Section 12 (if applicable).

2.31 “Stock” shall mean the common stock, par value $0.0001 per share, of the Company.

SECTION 3. TERM OF THE PLAN.

3.1 Except as provided in Section 5.1, unless the Plan shall have been earlier terminated by the Board, Awards may be granted under this Plan at any time in the period commencing on the Effective Date and ending immediately prior to the tenth (10 ^th ) anniversary thereof. Awards granted pursuant to the Plan within that period shall not expire solely by reason of the termination of the Plan. Awards of Incentive Options granted prior to stockholder approval of the Plan are expressly conditioned upon such approval, but in the event of the failure of the stockholder to approve the Plan shall thereafter and for all purposes be deemed to constitute Nonstatutory Options.

SECTION 4. ADMINISTRATION.

SECTION 5. ELIGIBILITY.

SECTION 6. AUTHORIZATION OF GRANTS.

SECTION 7. SPECIFIC TERMS OF AWARDS.

7.1 Prohibition on Repricing and Reload Grants .

(a) No Repricing . Other than in connection with a change in the Company’s capitalization (as described in Section 12 of the Plan), without stockholder approval (i) the exercise price of an Option may not be reduced, and (ii) no Option may be amended or cancelled for the purpose of repricing, replacing or regranting such Option with an exercise price that is less than the original exercise price of such Option.

SECTION 8. STOCK SUBJECT TO PLAN.

8.1 Share Limit . Subject to Sections 8.2 and 12, the aggregate number of Shares which may be issued under the Plan shall not exceed 4,061,367 Shares. The number of Shares which are subject to Options or other rights outstanding at any time shall not exceed the number of Shares which then remain available for issuance under the Plan. The Company, during the term of the Plan, shall at all times reserve and keep available sufficient Shares to satisfy the requirements of the Plan. Shares offered under the Plan may be authorized but unissued Shares. Beginning on the date, if any, that the Company becomes subject to Section 162(m) of the Code, no more than 600,000 Options shall be granted to any Participant in any calendar year period.

provision, the reissuance of such Share shall reduce the number of Shares which then remain available for issuance under the Plan. Notwithstanding the foregoing, shares of Stock that are exchanged by a Participant or withheld by the Company as full or partial payment in connection with any Award under the Plan, as well as any shares of Stock exchanged by a Participant or withheld by the Company to satisfy the tax withholding obligations related to any Award under the Plan, shall not be available for subsequent Awards under the Plan.

SECTION 9. RESTRICTED STOCK.

T HE TRANSFERABILITY OF THIS CERTIFICATE AND THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS OF C LOUD . COM , I NC .’ S A MENDED AND R ESTATED 2008 S TOCK I NCENTIVE P LAN AND AN A WARD A GREEMENT ENTERED INTO BY THE REGISTERED OWNER AND C LOUD . COM , I NC . COPIES OF SUCH P LAN AND A GREEMENT ARE ON FILE IN THE OFFICES OF C LOUD . COM , I NC .

SECTION 10. STOCK OPTIONS.

10.1 Date of Grant . The granting of an Option shall take place at the time specified in the Award Agreement.

10.2 Pricing.

shares of Stock having a Market Value equal to the exercise price of the shares to be purchased. If the Stock is traded on an established market, payment of any exercise price may also be made through and under the terms and conditions of any formal cashless exercise program authorized by the Company entailing the sale of the Stock subject to an Option in a brokered transaction (other than to the Company). Receipt by the Company of such notice and payment in any authorized or combination of authorized means shall constitute the exercise of the Option. Within 30 days thereafter but subject to the remaining provisions of the Plan, the Company shall deliver or cause to be delivered to the Optionee or his agent a certificate or certificates for the number of shares then being purchased. Such shares shall be fully paid and nonassessable.

SECTION 11. SETTLEMENT OF AWARDS.

11.1 In General . Awards shall be settled in accordance with their terms.

(a) the shares are at the time of the issue of such shares effectively registered under the Securities Act; or

The Company shall make all reasonable efforts to bring about the occurrence of said events.

restrictions as the Committee may deem advisable under the rules, regulations, and other requirements of any stock exchange upon which the Stock is then listed, and any applicable federal or state securities law, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions.

SECTION 12. ADJUSTMENT PROVISIONS.

12.1 Adjustment for Corporate Actions . All of the share numbers set forth in the Plan reflect the capital structure of the Company as of [INSERT THE DATE OF APPROVAL OF THE AMENDMENT AND RESTATEMENT OF THE PLAN BY THE BOARD], 2011. Subject to Section 12, if subsequent to that date the outstanding shares of Stock (or any other securities covered by the Plan by reason of the prior application of this Section) are increased, decreased, or exchanged for a different number or kind of shares or other securities, or if additional shares or new or different shares or other securities are distributed with respect to shares of Stock, through merger, consolidation, sale of all or substantially all the property of the Company, reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split, or other similar distribution with respect to such shares of Stock, an appropriate and proportionate adjustment will be made in (i) the maximum numbers and kinds of shares provided in Section 8, (ii) the numbers and kinds of shares or other securities subject to the then outstanding Awards, (iii) the exercise price for each share or other unit of any other securities subject to then outstanding Options (without change in the aggregate purchase price as to which such Options remain exercisable), and (iv) the repurchase price of each share of Restricted Stock then subject to a Risk of Forfeiture in the form of a Company repurchase right.

statements of the Company or of changes in applicable laws, regulations, or accounting principles, whenever the Committee determines that such adjustments are appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan.

12.4 Related Matters . Any adjustment in Awards made pursuant to this Section 12 shall be determined and made, if at all, by the Committee and shall include any correlative modification of terms, including of Option exercise prices, rates of vesting or exercisability, Risks of Forfeiture, applicable repurchase prices for Restricted Stock and other financial objectives which the Committee may deem necessary or appropriate so as to ensure the rights of the Participants in their respective Awards are not substantially diminished nor enlarged as a result of the adjustment and corporate action other than as expressly contemplated in this Section 12. No fraction of a share shall be purchasable or deliverable upon exercise, but in the event any adjustment hereunder of the number of shares covered by an Award shall cause such number to include a fraction of a share, such number of shares shall be adjusted to the nearest smaller whole number of shares. No adjustment of an Option exercise price per share pursuant to this Section 12 shall result in an exercise price which is less than the par value of the Stock.

SECTION 13. CONSEQUENCES OF ACQUISITION.

13.1 Options.

13.2 Restricted Stock .

SECTION 14. SECURITIES LAW REQUIREMENTS.

SECTION 15. LIMITATION OF RIGHTS IN STOCK; NO SPECIAL SERVICE RIGHTS.

with the right of the Company (or any Affiliate), subject to the terms of any separate employment, advisory or consulting agreement or provision of law or corporate articles or by-laws to the contrary, at any time to terminate such employment, advisory or consulting agreement or to increase or decrease, or otherwise adjust, the other terms and conditions of the recipient’s employment or other association with the Company and its Affiliates.

SECTION 16. UNFUNDED STATUS OF PLAN.

The Plan is intended to constitute an “unfunded” plan for incentive compensation, and the Plan is not intended to constitute a plan subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended. With respect to any payments not yet made to a Participant by the Company, nothing contained herein shall give any such Participant any rights that are greater than those of a general creditor of the Company. In its sole discretion, the Committee may authorize the creation of trusts or other arrangements to meet the obligations created under the Plan to deliver Stock or payments with respect to Options and other Awards hereunder, provided, however , that the existence of such trusts or other arrangements is consistent with the unfunded status of the Plan.

SECTION 17. NON-EXCLUSIVITY OF THE PLAN.

SECTION 18. TERMINATION AND AMENDMENT OF THE PLAN.

The Board may at any time terminate the Plan or make such modifications or amendments of the Plan as it shall deem advisable. Unless the Board otherwise expressly provides, no amendment of the Plan shall affect the terms of any Award outstanding on the date of such amendment. In any case, no termination or amendment of the Plan may, without the consent of any recipient of an Award granted hereunder, adversely affect the rights of the recipient under such Award. To the extent that any terms or conditions of this Plan, as amended and restated, adversely affect the rights of a Participant pursuant to an Award outstanding prior to the effective date of the amendment and restatement, the terms of such existing Awards shall apply, unless the Participant has provided consent to such changes. In addition, the Board may not, without the approval of the stockholders of the Company obtained within 12 months before or after the Board adopts a resolution authorizing any of the following actions, amend the Plan to modify the provisions of Section 7.1 regarding the prohibitions on repricing and reload grants.

SECTION 19. NOTICES AND OTHER COMMUNICATIONS.

SECTION 20. GOVERNING LAW.

Exhibit 99.5

CLOUD.COM, INC.

2011 Restricted Stock Unit Plan

This 2011 Restricted Stock Unit Plan (this “ Plan ”) has been adopted by CLOUD.COM, Inc., a Delaware corporation, to provide a long-term incentive to certain designated employees of the Company (as defined below) to continue their employment with the Company.

1. Certain Definitions . As used in this Plan:

“ Acquiror ” is defined in the definition of “Sale Event.”

“ Board ” means (i) prior to the consummation of a Sale Event, the board of directors the Company, and (ii) after the consummation of a Sale Event, the board of directors of the Parent Company. After the consummation of a Sale Event, the Board may delegate some or all of its powers and authority under this Plan to a committee of the Board, and if and to the extent of any such delegation, references in this Plan to the Board will mean any such committee.

“ Capitalization Adjustment ” is defined in Section 12.

“ Common Stock ” means the common stock of the Company, par value $0.0001 per share.

“ Common Stock Value Per Share ” means the per share consideration payable or otherwise distributable to the holder of shares of Common Stock in a Sale Event (including, for the avoidance of doubt, any portion of such per share consideration allocated to fund escrow obligations).

“ Company ” means the Cloud.com, Inc., a Delaware corporation, and its successors and assigns.

“ Company Restricted Stock ” means all shares of Common Stock subject to a right of repurchase or similar vesting arrangement.

“ Effective Date ” means the effective date of this Plan, which is the date on which this Plan is first approved by the Board.

“ Exchange Ratio ” is defined in Section 3(b).

“ Parent Common Stock ” means duly authorized, validly issued, fully paid and non-assessable shares of common stock of the Parent Company.

“ Parent Company ” means the ultimate parent corporation of the Acquiror.

“ Parent Price ” means the volume-weighted average of the closing prices of a share of Parent Common Stock as reported on the Nasdaq Global Select Market (or any other market on which the Parent Common Stock is principally traded) for the three (3) consecutive trading days up to and including the trading day that is one (1) trading day prior to the day on which consummation of a Sale Event occurs.

“ Participants ” means those employees of the Company designated as participants, who have entered into and delivered to the Company a restricted stock unit agreement (a “ Restricted Stock Unit Agreement ”), pursuant to which they have been granted Restricted Stock Units under such Restricted Stock Unit Agreement and this Plan, whether pursuant to Section 2(a), Section 2(b) or Section 2(c) below.

“ Recipients ” is defined in Section 13.

“ Restricted Stock Unit Agreement ” is defined in the definition of “Participants.”

“ Restricted Stock Units ” means those certain Restricted Stock Units available for issuance under this Plan.

“ Sale Event ” means either the (i) first merger, after the Effective Date, of the Company with or into any other entity pursuant to which the holders of outstanding voting stock of the Company immediately prior to such merger hold, directly or indirectly, less than 50% of the outstanding voting stock of the surviving corporation of the merger, immediately after such merger, or (ii) first sale of all or substantially all of the outstanding capital securities of the Company, after the Effective Date, to any other entity (either the surviving corporation in clause (i) of this sentence, or the acquiring entity in clause (ii) of this sentence, the “ Acquiror ”). For purposes of clarity, there shall only be one Sale Event.

“ Securities Act ” is defined in Section 3(c)(X).

“ Separation Date ” is defined in Section 0.

“ Shares ” means shares of Parent Common Stock granted by the Parent Company to a Participant in accordance with Section 3(b) of this Plan.

“ Vesting Date ” is defined in Section 2(b).

2. Restricted Stock Units .

(a) Allocation of Restricted Stock Units; Maximum . Subject to the provisions of this Section 2(a), from and after the Effective Date until the consummation of a Sale Event, the Board shall have the authority to (i) designate Participants in this Plan, (ii) make allocations of Restricted Stock Units on a U.S. dollar-denominated basis under this Section 2(a) and (iii) enter into Restricted Stock Unit Agreements with such Participants, subject to the maximum set forth below and further subject to guidelines, if any, that the Board shall set forth at any time or from time to time. Any such dollar-denominated allocation represents only an unfunded and unsecured promise to a Participant to receive a grant of Restricted Stock Units prior to the Effective Time, which grant of Restricted Stock Units shall be in an amount equal to (i) such Participant’s dollar-denominated allocation divided by (ii) the Common Stock Value Per Share (rounded down to the nearest whole number). No Restricted Stock Units may be granted under this Section 2(a) following the consummation of a Sale Event. The maximum, aggregate amount of dollar-denominated allocations under this Section 2(a) shall not exceed $10,000,000. Each grant of a Restricted Stock Unit under this Section 2(a) shall at all times be subject to all applicable terms and conditions of the Restricted Stock Unit Agreement and this Plan.

(b) Exchange for Company Restricted Stock . Prior to the consummation of a Sale Event, the Company shall (i) exchange with each holder of outstanding unvested Company Restricted Stock all such outstanding shares of unvested Company Restricted Stock on a one-for-one basis for Restricted Stock Units who shall upon exchange be designated a Participant in the Plan and (ii) enter into Restricted Stock Unit Agreements with such Participants. For the avoidance of doubt, Restricted Stock Units granted by the Company in exchange for outstanding unvested Company Restricted Stock shall not be subject to the maximum Restricted Stock Unit Value calculations set forth in Section 2(a). No Restricted Stock Units may be granted under this Section 2(b) following the consummation of a Sale Event. Each exchange of a Restricted Stock Unit under this Section 2(b) shall at all times be subject to all applicable terms and conditions of the Restricted Stock Unit Agreement and this Plan.

(c) Additional Restricted Stock Unit Grants . Subject to the provisions of this Section 2(c), the Board also shall have authority to (i) make additional allocations of Restricted Stock Units to such individuals as it shall determine in its discretion under this Section 2(c), and (ii) enter into Restricted Stock Unit Agreements with such Participants, subject to the guidelines, if any, that the Board shall set forth at any time or from time to time. Any such allocation represents only an unfunded and unsecured promise to a Participant to receive a grant of Restricted Stock Units prior to the Effective Time. No Restricted Stock Units may be granted under this Section 2(c) following the consummation of a Sale Event. Each grant of a Restricted Stock Unit under this Section 2(c) shall at all times be subject to all applicable terms and conditions of the Restricted Stock Unit Agreement and this Plan. For the avoidance of doubt, Restricted Stock Units granted by the Company under this Section 2(c) shall not be subject to the maximum Restricted Stock Unit Value calculations set forth in Section 2(a) .

(d) Vesting . Provided a Participant remains employed by the Company or any of its subsidiaries (or, after the consummation of a Sale Event, the Company, the Acquiror or any of its subsidiaries or the Parent Company or any of its subsidiaries), such Participant’s Restricted Stock Units shall vest on the following vesting schedule: one-third (1/3 ^rd ) of the Restricted Stock Units shall vest on the one (1)-year anniversary of the date of the consummation of the Sale Event; one-third (1/3 ^rd ) of the Restricted Stock Units shall vest on the two (2)-year anniversary of the date of the consummation of the Sale Event; and one-third (1/3 ^rd ) of the Restricted Stock Units shall vest on the three (3)-year anniversary of the date of the consummation of the Sale Event (each date, a “ Vesting Date ”).

(e) Termination of Restricted Stock Units . Upon termination of any Participant’s employment with the Company or any of its subsidiaries (or, after the consummation of a Sale Event, the Company, the Acquiror or any of its subsidiaries or the Parent Company or any of its subsidiaries), such that after such termination, such Participant is no longer employed by the Company or any of its subsidiaries (or, after the consummation of a Sale Event, the Company, the Acquiror or any of its subsidiaries or the Parent Company or any of its subsidiaries), regardless of the reason, if any, for such termination (including by reason of death or permanent disability or disaffiliation of any such subsidiary or affiliate with the Parent Company) or whether such termination is by the Company or any of its subsidiaries (or, after the consummation of a Sale Event, the Company, the Acquiror or any of its subsidiaries or the Parent Company or any of its subsidiaries) or such employee (the date of such termination, the “ Separation Date ”), all allocations made, or Restricted Stock Units granted, to or held by that Participant that are unvested as of the Separation Date shall terminate and be forfeited by that Participant as of the Separation Date; and thereafter such Participant will have no rights in respect of any allocation or Restricted Stock Units, the Restricted Stock Unit Agreement or this Plan except the right to receive payment for Restricted Stock Units that vested prior to the Separation Date as set forth in such Participant’s Restricted Stock Unit Agreement and this Plan. All Restricted Stock Units so terminated and forfeited will for all purposes under this Plan be cancelled and void and shall not be available for reallocation under this Plan or otherwise. This Section 2(e) may be modified by a written agreement between the Participant and the Company, the Acquiror or the Parent Company, as the case may be.

3. Settlement of Restricted Stock Units .

(a) Delivery of Shares . Subject to Sections 3(c), 3(d), 3(h) and 7, prior to the consummation of a Sale Event and upon the vesting of each Restricted Stock Unit, the Company shall, within ten (10) business days following the applicable Vesting Date, deliver to the Participant holding such Restricted Stock Unit one share of Common Stock, and such Restricted Stock Unit shall be deemed satisfied and retired (and, for clarity, shall not be available for reallocation under this Plan or otherwise). Notwithstanding the foregoing, this Section 3(a) shall not apply if Section 3(b) applies with respect to a Restricted Stock Unit.

(b) Following a Sale Event . Effective upon the consummation of a Sale Event, by virtue of the Sale Event and without any action on the part of the Participant, the Company, the Acquiror, the Parent Company or the Board, each Restricted Stock Unit shall be converted into the right to receive, as of the applicable Vesting Date upon which such Restricted Stock Unit vests and subject to Sections 3(c), 3(d), 3(h) and 7, a number of Shares equal to the quotient obtained by dividing Common Stock Value Per Share by the Parent Price (the “ Exchange Ratio ”). Within a reasonable period of time following the consummation of a Sale Event and subject to Sections 3(c), 3(d), 3(h) and 7, the Parent Company shall deliver to each Participant holding a Restricted Stock Unit a communication describing the number of Shares represented by each Restricted Stock Unit.

(c) Violation of Law . Notwithstanding any other provision of this Plan, if, at any time, in the reasonable opinion of the Company (or, after the consummation of a Sale Event, the Parent Company), the issuance of Shares upon settlement of a Restricted Stock Unit would constitute a violation of law, then the Company (or, after the consummation of a Sale Event, the Parent Company) may delay such payment or issuance until (i) approval shall have been obtained from such governmental agencies, other than the Securities and Exchange Commission, as may be required under applicable law, rule, or regulation, or the Company (or, after the consummation of a Sale Event, the Parent Company) is otherwise satisfied that such payment or issuance is in compliance with applicable law, rule or regulation, and (ii) in the case where such issuance would constitute a violation of a law administered by or a regulation of the Securities and Exchange Commission, one of the following conditions shall have been satisfied:

(X) the Shares are at the time of the issue of such Shares effectively registered under the Securities Act of 1933, as amended (the “ Securities Act ”), if applicable; or

(Y) the Company (or, after the consummation of a Sale Event, the Parent Company) shall have determined, on such basis as it deems appropriate, acting reasonably (which may, if reasonably necessary, include an opinion of counsel in form and substance satisfactory to the Company (or, after the consummation of a Sale Event, the Parent Company)) that the issuance and delivery of such Shares does not require registration under the Securities Act or any applicable State securities laws.

The Company (and, after the consummation of a Sale Event, the Parent Company) shall use its commercially reasonable efforts to bring about the occurrence of said events. Without limiting the foregoing and subject at all times to applicable law, rule and regulation, the Parent Company shall (i) file, as soon as reasonably practicable following the consummation of a Sale Event and prior to the first

Vesting Date, a registration statement on Form S-8 (or any successor form or another appropriate form) under the Securities Act to register the Shares issuable under this Plan, (ii) use commercially reasonable efforts at least equivalent to those used in maintaining the effectiveness of Parent’s other registration statements on Form S-8 to maintain the effectiveness of such registration statement for as long as Restricted Stock Units remain outstanding, and (iii) promptly notify the Participants if at any time after such registration statement becomes effective the Participants are not permitted to resell such Shares under such registration statement because of any condition affecting the Parent Company.

(d) Tax . Whenever Shares are to be issued pursuant to Restricted Stock Units granted under this Plan or such Restricted Stock Units vest under this Plan, the Company (or, after the consummation of a Sale Event, the Parent Company) shall have the right, in its sole and absolute discretion, to:

(i) withhold an amount of funds from the net salary or other cash compensation of the Participant sufficient to satisfy all federal, state, local or other withholding tax, employee’s social security contributions and duty requirements if, when, and to the extent required by law prior to the delivery of any cash amount, or certificate or certificates for such Shares;

(ii) require the Participant to remit to the Company (or, after the consummation of a Sale Event, the Parent Company) an amount of funds sufficient to satisfy all federal, state, local or other withholding tax, employee’s social security contributions, and duty requirements if, when, and to the extent required by law prior to the delivery of any cash amount, or certificate or certificates for such Shares;

(iii) require the Participant to satisfy any such withholding by simultaneously delivering a notice to the Company (or, after the consummation of a Sale Event, the Parent Company), together with a copy of irrevocable instructions to a broker to deliver promptly to the Company (or, after the consummation of a Sale Event, the Parent Company) an amount of sale proceeds of such number of Shares (rounded up to the nearest whole Share) otherwise issuable under this Plan necessary to pay all federal, state, local or other withholding tax, employee’s social security contributions and duty requirements;

(iv) require the Participant to satisfy any such withholding by forfeiting to the Company (or, after the consummation of a Sale Event, the Parent Company) a number of Shares (rounded up to the next whole Share) otherwise issuable under this Plan with a market value equal to the amount of all federal, state, local or other withholding tax, employee’s social security contributions and duty requirements based on the closing price of a Share as reported on the Nasdaq Global Select Market (or, if not traded thereon, such principal securities exchange or automatic dealer quotation system on which the Shares are traded) for the last trading day immediately prior to the day on which the withholding is made; or

(v) any combination of the foregoing.

To avoid adverse accounting treatment to the Company (or, after the consummation of a Sale Event, the Parent Company) that otherwise would not occur in the absence of tax withholding, the Company (or, after the consummation of a Sale Event, the Parent Company) may withhold or account

for federal, state, local or other withholding tax, employee’s social security contributions and duty requirements by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the obligation for such tax amounts is satisfied by withholding in Shares, for tax purposes, the Participant is deemed to have been issued the full number of Shares subject to the vested Restricted Stock Units, notwithstanding that a number of the Shares are held back solely for the purpose of paying the federal, state, local or other withholding tax, employee’s social security contributions and duty requirements due as a result of any aspect of the Participant’s participation in the Plan. The obligations of the Company (or, after the consummation of a Sale Event, the Parent Company and the Acquiror) under this Plan and the Restricted Stock Unit Agreements with respect to the issuance of Shares to a Participant shall be conditional on the satisfaction of all applicable taxes by such Participant with respect to such Shares, and the Company (or, after the consummation of a Sale Event, the Parent Company and the Acquiror) shall, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to the Participant.

Any taxes, employee’s social security obligations, duties or other expenses which may be incurred by the Participant in connection with this Plan or any payments or distributions of Shares shall be borne by each Participant. The Parent Company may refuse to issue or deliver the Shares if the Participant fails to comply with his or her tax obligations in connection with participating in the Plan. In addition to the foregoing, each Participant shall be required to pay to the competent tax authorities any supplementary taxes that he/she may owe in relation to the Plan, the issuance of Shares or otherwise or as a result of any tax audit or similar occurrence and shall be required to indemnify the Company, the Acquiror and/or the Parent Company with regard to any corresponding liability of such entity vis-à-vis the tax authorities.

Each Participant has made his or her decision to participate in this Plan by himself or herself. Each Participant has informed himself or herself about any and all conditions and tax risks and has obtained advice or competent tax advisors if and as considered necessary by him or her.

(e) No Rights to Transfer . Restricted Stock Units are not assignable or transferable. No Participant shall have the right to sell, assign, transfer, pledge, gift, bequeath, encumber or hypothecate his or her right in or to any Restricted Stock Units (or, until such time as such Shares have been delivered to such Participant pursuant to Section 3(a) or 3(b), respectively, the Shares to be issued in respect thereof) in any manner, nor shall such right of any Participant be subject to claims of his or her creditors, or be liable to attachment, execution or other process of law. Any attempted sale, assignment, transfer, pledge, hypothecation, gift, bequest or other disposition of a Participant’s right in or to the Restricted Stock Units (or, until such time as such Shares have been delivered to such Participant pursuant to Section 3(a) or 3(b), respectively, the Shares to be issued in respect thereof) shall be null and void and without effect.

(f) Restricted Stock Units Uncertificated . Restricted Stock Units will not be certificated and the right to receive Restricted Stock Units shall be a contract right only and will be evidenced only by the Restricted Stock Unit Agreements, this Plan and by entries in the Company’s books, records and systems. Restricted Stock Units carry no voting, dividend, participation, liquidation or other equity rights or characteristics. No Participant shall have any rights as a stockholder of the Company, the Acquiror or the Parent Company by reason of holding Restricted Stock Units.

(g) No Representation or Warranty . NO REPRESENTATION OR WARRANTY IS MADE WITH RESPECT TO THE VALUE, IF ANY, OF ANY RESTRICTED STOCK UNITS, SHARES OF COMMON STOCK, OR ANY SHARES GRANTED OR ISSUED IN RESPECT THEREOF AS SET FORTH IN THIS PLAN AND THE RESTRICTED STOCK UNIT AGREEMENTS.

(i) Reservation of Shares . After the consummation of a Sale Event, the Parent Company will at all times during the term of this Plan reserve or keep available such number of Shares as will be sufficient to satisfy the requirements of this Plan.

4. No Rights to Continued Employment . Nothing in this Plan is intended to confer on any person any right to continued employment with the Company, the Acquiror or the Parent Company, or any of their respective subsidiaries or affiliates, notwithstanding that the continuation of employment may be required in order to receive any Shares under this Plan.

This Plan will be administered by the Board. The Board will have authority, exercisable in its sole and absolute discretion, to interpret and construe this Plan, to make all determinations necessary or advisable for Plan administration, and to correct any defect, supply any omission or reconcile any inconsistency in this Plan in such manner and to such extent as it shall reasonably determine in good faith to be advisable to effectuate the purposes of this Plan. All such interpretations, determinations, and actions by the Board will be final, binding, and conclusive.

After the consummation of a Sale Event, the Board may delegate some or all of its powers and authority hereunder to a committee of the Board and if and to the extent of any such delegation, references in this Plan to the Board will mean such committee.

6. Amendment . Prior to the consummation of a Sale Event, the Board may, in its sole and absolute discretion, amend the provisions of this Plan and the terms of any Restricted Stock Units allocated under this Plan without the consent of any Participant. On and after the consummation of a Sale Event, the Board may not amend the provisions of this Plan or the terms of any Restricted Stock Units without the written consent of each Participant who would be materially adversely affected by such amendment.

7. Release . No Participant shall receive any Shares hereunder unless such Participant has first executed and delivered to the Company, the Acquiror and/or the Parent Company, as applicable, as of a date no more than five days prior to such receipt, a general release in such form as the Board may require, provided that any such general release shall not require a Participant to waive any claims such Participant has or may have under any definitive purchase agreement relating to the Sale Event.

8. Termination . This Plan shall by its terms terminate automatically, and all Restricted Stock Units outstanding under this Plan shall by their terms be automatically cancelled and deemed forfeited, if the consummation of a Sale Event does not occur within one hundred eighty (180) business days following the Effective Date; provided , however , that the Board at any time prior to the consummation of a Sale Event may extend the term of this Plan, the Restricted Stock Unit Agreements and the term of any Restricted Stock Unit for one or more additional period(s) as it shall determine in its sole and absolute discretion. On and after the consummation of a Sale Event, this Plan, Restricted Stock Unit Agreements and all Restricted Stock Units, and all claims of Participants connected therewith, outstanding under this Plan shall by their terms automatically terminate immediately upon the earlier of (a) the issuance of all Shares as contemplated by Section 3 of this Plan or (b) the ten year anniversary of the Effective Date.

9. Benefit Amounts Not Salary . No Shares issuable pursuant to this Plan shall be deemed salary or other compensation to any Participant for purposes of computing benefits to which a Participant may be entitled under any vacation, disability, profit sharing, pension plan, compensation for loss of office or other arrangement of the Company or any of its subsidiaries or the Acquiror or any of its subsidiaries or affiliates (including the Parent Company) for the benefit of its respective employees or independent contractors except as otherwise specifically provided by such plan or arrangement. To the extent applicable upon the consummation of a Sale Event, this Plan is intended to constitute an “unfunded” plan for incentive compensation, and is not intended to constitute a plan subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended.

10. Successors . This Plan shall be binding upon and inure to the benefit of the Company, its successors and assigns. Without limiting the foregoing, effective at the consummation of a Sale Event, this Plan shall be binding upon the Company and the Parent Company by virtue of the Sale Event and without the need for any further action on the part of the Company, the Board, the Acquiror or the Parent Company.

11. Nonexclusivity of this Plan . The adoption of this Plan by the Board shall not be construed as creating any limitations on the power of the Board to adopt such other incentive arrangements as it may deem desirable, including without limitation, the granting of cash incentives, stock options and restricted stock other than under this Plan, and such arrangements may be either applicable generally or only in specific cases.

12. Adjustments . If, after the consummation of a Sale Event, any change is made in, or other event occurs with respect to, the Shares subject to this Plan or subject to any Restricted Stock Unit (through merger, consolidation, reorganization, recapitalization, reincorporation, stock dividend, dividend in property other than cash, stock split, liquidating dividend, combination of shares, exchange of shares, change in corporate structure or other transaction) (each a “ Capitalization Adjustment ”), the outstanding Restricted Stock Units will be appropriately adjusted in the class(es) and number of securities or other property subject to such outstanding Restricted Stock Units. The Board shall make such adjustments, or shall delegate authority to any administrator of this Plan to make such adjustments, in good faith, and its determination so made shall be final, binding and conclusive.

13. Data Protection. The Participants agree that the Company and the Parent Company, and their affiliates, their corporate bodies, the members thereof and their shareholders and all contractors, including Fidelity Stock Plan Services, LLC (or such other stock plan service provider as may be selected in the future), advisors or employees thereof (collectively, the “ Recipients ”) may, in

compliance with applicable legal provisions, manually or electronically store, process or exchange among themselves personal data of the Participants. This applies without limitation to personal data which serve for the purpose of identification of the Participants (e.g., name, profession, address, date of birth) as well as for such personal data as may have a bearing on the participation in this Plan, the acquisition, the holding or the disposition of the Shares. The Participant may at any time view his or her personal data, request information on the storage and process of personal data, require any necessary amendments to the data or withdraw his or her consent set forth in this section by contacting in writing the Participant’s local human resources representative. The Participant understands that withdrawing his or her consent may affect his or her ability to participate in the Plan.

14. Entire Understanding . This Plan together with the Restricted Stock Unit Agreements and any other written agreement between the Participant and the Company, the Acquiror or the Parent Company, as the case may be, modifying the provisions of Section 2(d), sets forth the entire understanding between the Company, the Acquiror, the Parent Company and the Participants with respect to the matters referred to herein and supersedes all prior representations, commitments, understandings or agreements with respect to thereto.