Registration No. 333-            

As filed with the Securities and Exchange Commission on March 1, 2021.

 

 

 

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   72-2275152

(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)

Wrike, Inc. Amended and Restated 2013 Stock Plan

Wrangler Topco, LLC Second Amended and Restated 2018 Equity Incentive Plan

(Full title of the plans)

Antonio G. Gomes

Executive Vice President, Chief Legal Officer and Secretary

Citrix Systems, Inc.

851 West Cypress Creek Road

Fort Lauderdale, Florida 33309

(Name and address of agent for service)

(954) 267-3000

(Telephone Number, Including area code, of Agent for Service)

Copy to:

Stuart M. Cable, Esq.

Lisa R. Haddad, Esq.

Goodwin Procter LLP

100 Northern Avenue

Boston, Massachusetts 02210

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, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer     Accelerated filer  
Non-accelerated filer     Smaller reporting company  
    Emerging growth company  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

 

 

CALCULATION OF REGISTRATION FEE

 

 

Title of Securities

to be Registered

  Amount
to be
Registered (4)
  Proposed
Maximum
Offering Price
Per Share
  Proposed
Maximum
Aggregate
Offering Price
  Amount of
Registration Fee

Common Stock, $.001 par value (1)

  180,003   $ 5.765 (5)   $ 1,037,717.30   $113.22

Common Stock, $.001 par value (2)

  346,110   $42.882 (6)   $14,841,889.02   $1,619.26

Common Stock, $.001 par value (3)

  352,548   $135.64 (7)   $47,819,610.72   $5,217.12

Total

  878,661           $6,949.60

 

 

 

(1)

Pursuant to an Agreement and Plan of Merger, dated as of January 16, 2021 (the “Wrike Merger Agreement”), by and among Citrix Systems, Inc. (the “Registrant”), Wrangler Topco, LLC (“Wrangler”), Wallaby Merger Sub, LLC (“Merger Sub”) and Vista Equity Partners Management, LLC, the Registrant assumed each outstanding option under the Wrike, Inc. Amended and Restated 2013 Stock Plan (the “Wrike Plan”). Effective February 26, 2021, the options issued under the Wrike Plan and assumed by the Registrant pursuant to the Wrike Merger Agreement are exercisable for up to 180,003 shares of the Registrant’s common stock.

(2)

Pursuant to the Wrike Merger Agreement, the Registrant assumed each outstanding option under the Wrangler Topco, LLC Second Amended and Restated 2018 Equity Incentive Plan (the “Wrangler Plan”). Effective February 26, 2021, the options issued under the Wrangler Plan and assumed by the Registrant pursuant to the Wrike Merger Agreement are exercisable for up to 346,110 shares of the Registrant’s common stock.

(3)

Pursuant to the Wrike Merger Agreement, the Registrant assumed the Wrangler Plan. Effective February 26, 2021, an additional 352,548 shares of the Registrant’s common stock were reserved and authorized for issuance under the terms of the Wrangler Plan.

(4)

This Registration Statement shall also cover any additional shares of common stock which become issuable under the Wrike Plan and the Wrangler 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.

(5)

Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h)(1) of the Securities Act, and is based on the weighted average exercise price for such options under the Wrike Plan, which was $5.765 per share.

(6)

Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h)(1) of the Securities Act, and is based on the weighted average exercise price for such options under the Wrangler Plan, which was $48.882 per share.

(7)

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 February 26, 2021.

 

 

 


EXPLANATORY NOTE

On February 26, 2021, pursuant to the Wrike Merger Agreement, Merger Sub merged with and into Wrangler, with Wrangler becoming a wholly owned subsidiary of the Registrant (the “Merger”). The Registrant is filing this Registration Statement on Form S-8 with the U.S. Securities and Exchange Commission (the “Commission”) to register (i) 180,003 shares of the Registrant’s common stock for issuance pursuant to the assumption by the Registrant of the outstanding option awards under the Wrike Plan immediately prior to the effective time of the Merger, (ii) 346,110 shares of the Registrant’s common stock for issuance pursuant to the assumption by the Registrant of the outstanding option awards under the Wrangler Plan immediately prior to the effective time of the Merger, and (iii) 352,548 shares of the Registrant’s common stock reserved and remaining available for issuance under the Wrangler Plan.

In connection with the Merger, the shares reserved and available for issuance under the Wrangler Plan were assumed by the Registrant at the effective time of the Merger. In connection with the assumption of the share reserve under the Wrangler Plan, the units of Wrangler available for issuance under the Wrangler Plan (as adjusted by the exchange ratio pursuant to the Wrike Merger Agreement) became available for awards under the Wrangler Plan of shares of common stock of the Registrant.

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 of 1933, as amended (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, 2020, filed with the Commission on February 8, 2021;

(b) The Registrant’s Current Reports on Form 8-K, filed with the Commission on January 19, 2021 (other than Item 2.02, Item 7.01 and Exhibits 99.1 and 99.2), February  11, 2021, February  18, 2021 and March 1, 2021 (other than Item 7.01 and Exhibit 99.1); and

(c) 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 (except for information furnished and not filed with the Commission in any such document).


Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is incorporated or deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

 

Item 4.

Description of Securities.

Not applicable.

 

Item 5.

Interests 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 102(b)(7) of the DGCL permits a corporation to include in its certificate of 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 sentence.

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.

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    Amended and Restated Certificate of Incorporation of the Registrant (incorporated herein by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 000-27084) filed on May 29, 2013)
Exhibit 4.2    Amended and Restated By-laws of the Registrant (incorporated herein by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 000-27084) filed on March 12, 2018)
Exhibit 4.3    Specimen certificate representing the Common Stock (incorporated herein by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-1, as amended (file No. 33-98542)) (P)
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    Wrike, Inc. Amended and Restated 2013 Stock Plan
Exhibit 99.2    Form of Stock Option Agreement Under the Wrike, Inc. Amended and Restated 2013 Stock Plan as Assumed by Citrix Systems, Inc.
Exhibit 99.3    Wrangler Topco, LLC Second Amended and Restated 2018 Equity Incentive Plan
Exhibit 99.4    Form of Non-Qualified Stock Option Agreement Under the Wrangler Topco, LLC Second Amended and Restated 2018 Equity Incentive Plan as Assumed by Citrix Systems, Inc.
Exhibit 99.5    Form of Global Restricted Stock Unit Agreement Under the Wrangler Topco, LLC Second Amended and Restated 2018 Equity Incentive Plan as Assumed by Citrix Systems, Inc.

 

Item 9.

Undertakings.

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 Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; and

(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;

provided, however, that paragraphs (1)(i) and (1)(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference 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.

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.


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 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.


SIGNATURES

Pursuant to the requirements of the Securities Act, 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 March 1, 2021.

 

CITRIX SYSTEMS, INC.
By:  

/s/ David J. Henshall

Name:   David J. Henshall
Title:   President and Chief Executive Officer

POWER OF ATTORNEY

We, the undersigned officers and directors of Citrix Systems, Inc., hereby severally constitute and appoint David J. Henshall, Antonio G. Gomes and Arlen R. Shenkman, 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 indicated on March 1, 2021.

 

Signature

     

Title(s)

/s/ David J. Henshall

   

President, Chief Executive Officer and Director

(Principal Executive Officer)

David J. Henshall

/s/ Arlen R. Shenkman

   

Executive Vice President and Chief Financial Officer

(Principal Financial Officer)

Arlen R. Shenkman

/s/ Jessica Soisson

   

Vice President, Chief Accounting Officer and

Corporate Controller (Principal Accounting Officer)

Jessica Soisson

/s/ Robert M. Calderoni

   

Chairman of the Board of Directors

Robert M. Calderoni    

/s/ Nanci E. Caldwell

   

Director

Nanci E. Caldwell    


/s/ Robert D. Daleo

   

Director

Robert D. Daleo    

/s/ Murray J. Demo

   

Director

Murray J. Demo    

/s/ Ajei S. Gopal

   

Director

Ajei S. Gopal    

/s/ Thomas E. Hogan

   

Director

Thomas E. Hogan    

/s/ Moira A. Kilcoyne

   

Director

Moira A. Kilcoyne    

/s/ Robert E. Knowling, Jr.

   

Director

Robert E. Knowling, Jr.    

/s/ Peter J. Sacripanti

   

Director

Peter J. Sacripanti    

/s/ J. Donald Sherman

   

Director

J. Donald Sherman    

Exhibit 5.1

 

LOGO

  

Goodwin Procter LLP

100 Northern Avenue

Boston, MA 02210

 

goodwinlaw.com

+1 617 570 1000

March 1, 2021

Citrix Systems, Inc.

851 West Cypress Creek Road

Fort Lauderdale, Florida 33309

Re: Securities Being Registered under Registration Statement on Form S-8

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 878,661 shares (the “Shares”) of Common Stock, $0.001 par value per share (the “Common Stock”), of Citrix Systems, Inc., a Delaware corporation (the “Company”), that may be issued pursuant to the Wrike, Inc. Amended and Restated 2013 Stock Plan and the Wrangler Topco, LLC Second Amended and Restated 2018 Equity Incentive Plan (the “Plans”).

We have reviewed such documents and made such examination of law as we have deemed appropriate to give the opinions set forth 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 set forth below is limited to the Delaware General Corporation Law.

For purposes of the opinion set forth below, we have assumed that no event occurs that causes the number of authorized shares of the Common Stock available for issuance by the Company to be less than the number of then unissued Shares.

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 Plans, 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/ Goodwin Procter 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 Wrike, Inc. Amended and Restated 2013 Stock Plan and the Wrangler Topco, LLC Second Amended and Restated 2018 Equity Incentive Plan of our reports dated February 8, 2021, 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, 2020, filed with the Securities and Exchange Commission.

 

/s/ Ernst & Young LLP
Boca Raton, Florida
March 1, 2021

Exhibit 99.1

WRIKE, INC.

Amended and Restated 2013 Stock Plan

(Amended and Restated and assumed by Citrix Systems, Inc.)

1.    Purposes of the Plan. The purposes of this Amended and Restated 2013 Stock Plan are to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentive to Employees and Consultants, and to promote the success of the Company’s business. Options granted under the Plan are non-statutory Options.

The Plan, as amended and restated, is being assumed by the Company pursuant to that certain Agreement and Plan of Merger by and among the Company, Wrangler, Wallaby Merger Sub, LLC and Vista Equity Partners Management, LLC, dated January 16, 2021 (the “Merger Agreement”), and shall be effective immediately prior to and contingent upon the Closing (as defined in the Merger Agreement). The Plan is amended and restated in accordance with Listing Rule 5635(c)(3) and the related interpretive material in IM-5635-1 for purposes of assumption by the Company and does not make any amendments that would require shareholder approval from the Company’s shareholders pursuant to those regulations.

2.    Definitions. As used herein, the following definitions shall apply:

(a)    “Affiliate” means any corporation, partnership, limited liability company, limited liability partnership, business trust or other entity controlling, controlled by or under common control with the Company.

(b)    “Applicable Laws” means all applicable laws, rules, regulations and requirements, including, but not limited to, all applicable U.S. federal or state laws, any Stock Exchange rules or regulations, and the applicable laws, rules or regulations of any other country or jurisdiction where Options are granted under the Plan or Participants reside or provide services, as such laws, rules, and regulations shall be in effect from time to time.

(c)    “Award” means any award of an Option under the Plan.

(d)    “Award Agreement” means a written or electronic document setting forth the terms and provisions applicable to an Award granted under the Plan. Each Award Agreement is subject to the terms and conditions of the Plan.

(e)    “Board” means the Board of Directors of the Company.

(f)    “Change of Control” means (i) consummation of a merger or consolidation of the Company with or into another Person; (ii) 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 acquirer’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; (iii) any Person or group


of Persons (within the meaning of Section 13(d)(3) of the Exchange Act) directly or indirectly acquires, including but not limited to by means of a merger or consolidation, beneficial ownership (determined pursuant to Securities and Exchange Commission Rule 13d-3 promulgated under the Exchange Act) of securities possessing more than 30% of the total combined voting power of the Company’s outstanding securities pursuant to a tender or exchange offer made directly to the Company’s stockholders that the Board does not recommend such stockholders accept, other than (a) the Company or an Affiliate, (b) an employee benefit plan of the Company or any of its Affiliates, (c) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any of its Affiliates, or (d) an underwriter temporarily holding securities pursuant to an offering of such securities; (iv) Persons who, as of the Effective Date, constitute the Board (the “Incumbent Directors”) cease for any reason, including, without limitation, as a result of a tender offer, proxy contest, merger or similar transaction, to constitute at least a majority of the Board, provided that any Person becoming a director of the Company subsequent to the Effective Date shall be considered an Incumbent Director if such person’s election was approved by or such person was nominated for election by either (A) a vote of at least a majority of the Incumbent Directors or (B) a vote of at least a majority of the Incumbent Directors who are members of a nominating committee comprised, in the majority, of Incumbent Directors; but provided further, that any such Person whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of members of the Board or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board, including by reason of agreement intended to avoid or settle any such actual or threatened contest or solicitation, shall not be considered an Incumbent Director; (v) any other acquisition of the business of the Company in which a majority of the Board votes in favor of a decision that a Change of Control has occurred within the meaning of the Plan; or (vi) the approval by the Company’s stockholders of any plan or proposal for the liquidation or dissolution of the Company.

(g)    “Code” means the U.S. Internal Revenue Code of 1986, as amended.

(h)    “Committee” means the Compensation Committee of the Board. 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. All references herein to the “Committee” shall be deemed to refer to the group then responsible for administration of the Plan at the relevant time (i.e., either the Board or a committee or committees of the Board, as applicable).

(i)    “Common Stock” or “Stock” means the common stock, par value $0.001 of the Company, subject to adjustments pursuant to Section 9 below.

(j)    “Company” means Citrix Systems, Inc.

(k)    “Consultant” means any person or entity, including an advisor but not an Employee, that renders, or has rendered, services to Wrangler or a Subsidiary and is compensated for such services, and any Director whether compensated for such services or not.

(l)    “Director” means a member of the Board.


(m)    “Disability” means with respect to a Participant, the Participant becoming eligible to receive benefits under the Company’s or an Affiliate’s then current long-term disability plan applicable to the Participant.

(n)    “Effective Date” means the date of the Closing (as defined in the Merger Agreement).

(o)    “Employee” means any person employed by Wrangler or any Subsidiary with the status of employment determined pursuant to such factors as are deemed appropriate by the Company in its sole discretion, subject to any requirements of Applicable Laws, including the Code.

(p)    “Exchange Act” means the Securities Exchange Act of 1934, as amended.

(q)    “Fair Market Value” of the Stock on any given date means the fair market value of the Stock determined in good faith by the Committee. Unless otherwise determined by the Committee, the Fair Market Value of the Stock on any given date shall be the last sale price for the Stock as reported on the Nasdaq Global Select Market or another national securities exchange for that date or if no closing price is reported for that date, the closing price on the next preceding date for which a closing price was reported.

(r)    “Listing Rules” shall mean the applicable rules and regulations pursuant to the Nasdaq Marketplace Rules, or the rules of another national securities exchange on which the shares of Stock are listed, quoted or traded, in effect from time to time.

(s)    “Option” means a stock option granted pursuant to the Plan.

(t)    “Option Agreement” means a written document, the form(s) of which shall be approved from time to time by the Committee, reflecting the terms of an Option granted under the Plan and includes any documents attached to or incorporated into such Option Agreement, including, but not limited to, a notice of stock option grant and a form of exercise notice.

(u)    “Optioned Stock” means Shares that are subject to an Option or that were issued pursuant to the exercise of an Option.

(v)    “Optionee” means an Employee or Consultant who receives an Option.

(w)    “Participant” means any holder of one or more Awards or Shares issued pursuant to an Award.

(x)    “Person” means an individual, a partnership, a corporation, a limited liability company, an association, a joint share company, a trust, a joint venture, an unincorporated organization and a governmental entity or any department, agency or political subdivision thereof.

(y)    “Plan” means this Amended and Restated 2013 Stock Plan.


(z)    “Reserved Share Limit” means the number of Shares issuable pursuant to all Substituted Options (as defined in the Merger Agreement) outstanding under the Plan as of the Effective Date, determined in accordance with Section 1.6 of the Merger Agreement.

(aa)    “Rule 16b-3” means Rule 16b-3 promulgated under the Exchange Act, as amended from time to time, or any successor provision.

(bb)    “Share” means a share of Common Stock, as adjusted in accordance with Section 9 below.

(cc)    “Stock Exchange” means any stock exchange or consolidated stock price reporting system on which prices for the Common Stock are quoted at any given time.

(dd)    “Subsidiary” means any corporation (other than Wrangler) in an unbroken chain of corporations beginning with Wrangler if, at the time of grant of the Award, 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.

(ee)    “Wrangler” means Wrangler Topco, LLC.

3.    Stock Subject to the Plan. Subject to the provisions of Section 9 below, the maximum aggregate number of Shares that may be issued under the Plan is the Reserved Share Limit. If an Award should expire or become unexercisable for any reason without having been exercised in full, it shall no longer be issuable under the Plan. In addition, any Shares which are retained by the Company upon exercise of an Award in order to satisfy the exercise or purchase price for such Award or any withholding taxes due with respect to such Award shall be treated as not issued but shall no longer be issuable under the Plan.

4.    Administration of the Plan.

(a)    General. The Plan shall be administered by the Committee. The Plan may be administered by different administrative bodies with respect to different classes of Participants.

(b)    Powers of the Committee. Subject to the provisions of the Plan and, in the case of a Committee, the specific duties delegated by the Board to such Committee, the Committee shall have the authority, in its sole discretion:

(i)    to determine the Fair Market Value in accordance with Section 2(q) above, provided that such determination shall be applied consistently with respect to Participants under the Plan;

(ii)    to determine the number of Shares to be covered by each Award;

(iii)    to approve the form(s) of agreement(s) and other related documents used under the Plan;


(iv)    to determine and modify the terms and conditions, not inconsistent with the terms of the Plan, of any Award granted hereunder, which terms and conditions (which may differ among individual Awards) include but are not limited to the exercise or purchase price, the time or times when Awards may vest and/or be exercised, the circumstances (if any) when vesting will be accelerated or forfeiture restrictions will be waived, and any restriction or limitation regarding any Award,;

(v)    to amend any outstanding Award or agreement related to any Optioned Stock, including any amendment adjusting vesting (e.g., in connection with a change in the terms or conditions under which such person is providing services to the Company), provided that no amendment shall be made that would materially and adversely affect the rights of any Participant without his or her consent;

(vi)    to approve addenda pursuant to Section 18 below or to grant Awards to, or to modify the terms of, any outstanding Option Agreement or any agreement related to any Optioned Stock held by Participants who are foreign nationals or employed outside of the United States with such terms and conditions as the Committee deems necessary or appropriate to accommodate differences in local law, tax policy or custom which deviate from the terms and conditions set forth in this Plan to the extent necessary or appropriate to accommodate such differences;

(vii)    subject to Section 7(a), to extend at any time the period in which Options may be exercised;

(viii)    to construe and interpret the terms of the Plan, any Option Agreement, and any agreement related to any Optioned Stock, which constructions, interpretations and decisions shall be final and binding on all Participants; and

(ix)    to decide all disputes arising in connection with the Plan; and to otherwise supervise the administration of the Plan.

All decisions and interpretations of the Committee shall be binding on all persons, including the Company and the Participants.

(c)    Indemnification. To the maximum extent permitted by Applicable Laws, each member of the Committee (including officers of the Company, if applicable), or of the Board, as applicable, shall be indemnified and held harmless by the Company against and from (i) any loss, cost, liability, or expense that may be imposed upon or reasonably incurred by him or her in connection with or resulting from any claim, action, suit, or proceeding to which he or she may be a party or in which he or she may be involved by reason of any action taken or failure to act under the Plan or pursuant to the terms and conditions of any Award except for actions taken in bad faith or failures to act in bad faith, and (ii) any and all amounts paid by him or her in settlement thereof, with the Company’s approval, or paid by him or her in satisfaction of any judgment in any such claim, action, suit, or proceeding against him or her, provided that such member shall give the Company an opportunity, at its own expense, to handle and defend any such claim, action, suit or proceeding before he or she undertakes to handle and defend it on his or her own behalf. The foregoing right of indemnification shall not be exclusive of any other


rights of indemnification to which such persons may be entitled under the Company’s Certificate of Incorporation or Bylaws, by contract, as a matter of law, or otherwise, or under any other power that the Company may have to indemnify or hold harmless each such person.

5.    Eligibility.

(a)    Recipients of Grants. From and after the Effective Date, no further Awards shall be granted under the Plan.

(b)    Award Agreement. Each Award shall be evidenced by an Award Agreement that sets forth the terms, conditions and limitations for each Award which may include, without limitation, the term of an Award and the provisions applicable in the event employment or other service relationship terminates.

(c)    No Employment Rights. Neither the Plan nor any Award shall confer upon any Employee or Consultant any right with respect to continuation of an employment or consulting relationship with the Company (any Wrangler, its Subsidiary or an Affiliate), nor shall it interfere in any way with such Employee’s or Consultant’s right or the Company’s (Wrangler’s, its Subsidiary’s or an Affiliate’s) right to terminate his or her employment or consulting relationship at any time, with or without cause.

6.    Term of Plan. The Plan shall continue in effect until 11:59:59 PM on February 23, 2028 unless sooner terminated under Section 13 below.

7.    Options.

(a)    Term of Option. The term of each Option shall be the term stated in the Option Agreement; provided that the term shall be no more than 10 years from the date of grant thereof or such shorter term as may be provided in the Option Agreement.

(b)    Option Exercise Price and Consideration.

(i)    Exercise Price. The exercise price per share for the Stock covered by an Option granted pursuant to this Section 7 shall be determined by the Committee at the time of grant but shall not be less than 100 percent of the Fair Market Value on the date of grant.

(c)    Exercise of Option.

(i)    General.

(1)    Exercisability. Any Option granted hereunder shall be exercisable at such times and under such conditions as determined by the Committee, consistent with the terms of the Plan and reflected in the Option Agreement, including vesting requirements with respect to the Company, and Wrangler, its Subsidiary or an Affiliate, and/or the Optionee.

(2)    Minimum Exercise Requirements. An Option may not be exercised for a fraction of a Share. The Committee may require that an Option be exercised as to a minimum number of Shares, provided that such requirement shall not prevent an Optionee from exercising the full number of Shares as to which the Option is then exercisable.


(3)    Procedures of Exercise. Options may be exercised in whole or in part, by giving written or electronic notice of exercise to the Company or its agent, specifying the number of shares to be purchased. Payment of the exercise price may be made by one or more of the following methods to the extent provided in the Option Agreement:

a.    In cash, by certified or bank check or other instrument acceptable to the Committee;

b.    Through the delivery (or attestation to the ownership) of shares of Stock that are not then subject to restrictions under any Company plan. Such surrendered shares shall be valued at Fair Market Value on the exercise date;

c.    By the Participant delivering to the Company or its agent a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Company for the exercise price; provided that in the event the Participant chooses to pay the exercise price as so provided, the Participant and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Committee or its delegates shall prescribe as a condition of such payment procedure; or

d.    By a “net exercise” arrangement pursuant to which the Company will reduce the number of Shares issuable upon exercise by the largest whole number of Shares with a Fair Market Value that does not exceed the aggregate exercise price.

Payment instruments will be received subject to collection. The transfer to the Participant on the records of the Company or of the transfer agent of the Shares to be purchased pursuant to the exercise of an Option will be contingent upon receipt from the Participant (or a purchaser acting in his stead in accordance with the provisions of the Option) by the Company of the full exercise price for such Shares and the fulfillment of any other requirements contained in the Option Agreement or applicable provisions of laws (including the satisfaction of any withholding taxes that the Company is obligated to withhold with respect to the Participant). In the event a Participant chooses to pay the exercise price by previously-owned Shares through the attestation method, the number of Shares transferred to the Participant upon the exercise of the Option shall be net of the number of attested shares. In the event that the Company establishes, for itself or using the services of a third party, an automated system for the exercise of Options, such as a system using an internet website or interactive voice response, then the paperless exercise of Options may be permitted through the use of such an automated system.

(4)    Rights as Holder of Capital Stock. Until the issuance of the Shares (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a holder of capital stock shall exist with respect to the Optioned Stock, notwithstanding the exercise of the Option. No adjustment will be made for a dividend or other right for which the record date is prior to the date the stock is issued, except as provided in Section 9 below.


(ii)    Termination of Continuous Service Status. The Committee shall establish and set forth in the applicable Option Agreement the terms and conditions upon which an Option shall remain exercisable, if at all, following termination of an Optionee’s Continuous Service Status, which provisions may be waived or modified by the Committee at any time. To the extent that an Option Agreement does not specify the terms and conditions upon which an Option shall terminate upon termination of an Optionee’s Continuous Service Status, the following provisions shall apply:

(1)    General Provisions. If the Optionee (or other person entitled to exercise the Option) does not exercise the Option to the extent so entitled within the time specified below, the Option shall terminate. In no event may any Option be exercised after the expiration of the Option term as set forth in the Option Agreement (and subject to this Section 7).

(2)    Termination other than Upon Disability or Death. In the event of termination of an Optionee’s Continuous Service Status other than under the circumstances set forth in the subsections (3) and (4) below, such Optionee may exercise any outstanding Option at any time within 90 days following such termination to the extent the Optionee is vested in the Optioned Stock.

(3)    Disability of Optionee. In the event of termination of an Optionee’s Continuous Service Status as a result of his or her Disability, such Optionee may exercise any outstanding Option at any time within 6 month(s) following such termination to the extent the Optionee is vested in the Optioned Stock.

(4)    Death of Optionee. In the event of the death of an Optionee during the period of Continuous Service Status since the date of grant of any outstanding Option, or within 90 days following termination of the Optionee’s Continuous Service Status, the Option may be exercised by any beneficiaries designated by the Optionee, or if there are no such beneficiaries, by the Optionee’s estate, or by a person who acquired the right to exercise the Option by bequest or inheritance, at any time within 6 month(s) following the date the Optionee’s Continuous Service Status terminated, but only to the extent the Optionee is vested in the Optioned Stock.

8.    Taxes.

(a)    Payment by Participant. Upon the occurrence of any applicable taxable event related to an Award, the Participant shall pay to the Company, or make arrangements satisfactory to the Committee regarding payment of, any U.S. and non-U.S. federal, state, or local taxes of any kind required by law to be withheld by the Company or an Affiliate with respect to such income. The Company and its Affiliates 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. The Company’s obligation to deliver evidence of book entry (or stock certificates) to any Participant is subject to and conditioned on tax withholding obligations being satisfied by the Participant.

(b)    Withholding in Stock. Subject to approval by the Committee, any required tax withholding obligation may be satisfied, in whole or in part, by the Company withholding from Shares to be issued pursuant to any Award a number of Shares with an aggregate Fair Market Value (as of the date the withholding is effected) that would satisfy the withholding amount due.


9.    Adjustments Upon Changes in Capitalization, Merger or Certain Other Transactions.

(a)    Changes in Capitalization. Subject to Section 9 hereof, if, as a result of any reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split or other similar change in the Company’s capital stock, the outstanding shares of Stock are increased or decreased or are exchanged for a different number or kind of shares or other securities of the Company, or additional shares or new or different shares or other securities of the Company or other non-cash assets are distributed with respect to such shares of Stock or other securities, or, if, as a result of any merger or consolidation, sale of all or substantially all of the assets of the Company, the outstanding shares of Stock are converted into or exchanged for securities of the Company or any successor entity (or a parent or subsidiary thereof), the Committee shall make an appropriate or proportionate adjustment in (i) the maximum number of shares reserved for issuance under the Plan, (ii) the number and kind of shares or other securities subject to any then outstanding Awards under the Plan, and (iii) the exercise price for each share subject to any then outstanding Options under the Plan, without changing the aggregate exercise price (i.e., the exercise price multiplied by the number of Options) as to which such Options remain exercisable. The Committee shall also make equitable or proportionate adjustments in the number of shares subject to outstanding Awards and the exercise price and the terms of outstanding Awards to take into consideration cash dividends paid other than in the ordinary course or any other extraordinary corporate event. The adjustment by the Committee shall be final, binding and conclusive. No fractional shares of Stock shall be issued under the Plan resulting from any such adjustment, but the Committee in its discretion may make a cash payment in lieu of fractional shares.

(b)    Dissolution or Liquidation. In the event of the dissolution or liquidation of the Company, each Award will terminate immediately prior to the consummation of such action, unless otherwise determined by the Committee.

(c)    Mergers and Other Transactions.

(i)    In the case of and subject to the consummation of a Change of Control, the parties thereto may cause the assumption or continuation of Awards theretofore granted by the successor entity, or the substitution of such Awards on an equitable basis with new Awards of the successor entity or parent thereof, with appropriate adjustment as to the number and kind of shares and, if appropriate, the per share exercise prices, as such parties shall agree, the Fair Market Value of which (as determined by the Committee in its sole discretion) shall not materially differ from the Fair Market Value of the shares of Stock subject to such Awards immediately preceding the Change of Control. To the extent the parties to such Change of Control do not provide for the assumption, continuation or substitution of Awards, as of the effective time of the Change of Control, the Plan and all outstanding Awards granted shall terminate, and, except as the Committee may otherwise specify with respect to particular Awards in the relevant Award Agreement, all Options that are not exercisable immediately prior to the effective time of the Change of Control shall become fully exercisable as of the effective time of the Change of Control.


(ii)    In addition to or in lieu of the foregoing, with respect to outstanding Options, the Committee may, on the same basis or on different bases as the Committee shall specify, upon written notice to the affected Participants, provide that one or more Options then outstanding must be exercised, in whole or in part, within a specified number of days of the date of such notice, at the end of which period such Options shall terminate, or provide that one or more Options then outstanding, in whole or in part, shall be terminated in exchange for a cash payment equal to the excess of the fair market value (as determined by the Committee in its sole discretion) for the shares subject to such Options over the exercise price thereof.

(iii)    Notwithstanding anything to the contrary herein, the Committee may, in its sole discretion, provide that all Options that are not exercisable immediately prior to the effective time of a Change of Control shall become fully exercisable as of the effective time of the Change of Control. In such case, such Awards shall become exercisable in full prior to the consummation of the Change of Control at such time and on such conditions as the Committee determines, and if such Awards are not exercised prior to the consummation of the Change of Control, they shall terminate at such time as determined by the Committee.

(iv)    Notwithstanding anything to the contrary herein, in the event of an involuntary termination of a Participant’s employment or other service relationship for any reason other than death, Disability or Cause within six months following the consummation of a Change of Control, any Awards of the Participant assumed or substituted in the Change of Control which are subject to vesting conditions shall accelerate in full. All such accelerated Awards of the Participant shall be exercisable for a period of one year following termination, but in no event after the expiration date of such Award. As used in this Section 9(c)(iv) only, “Cause” shall mean the commission of any act of fraud, embezzlement or dishonesty by the Participant, any unauthorized use or disclosure by such person of confidential information or trade secrets of the Company, or any other intentional misconduct by such person adversely affecting the business or affairs of the Company in a material manner.

10.    Non-Transferability of Awards.

(a)    General. Except as set forth in this Section 10, Awards may not be sold, pledged, assigned, hypothecated, transferred or disposed of in any manner other than by will or by the laws of descent or distribution. The designation of a beneficiary by a Participant will not constitute a transfer. An Option may be exercised, during the lifetime of the holder of the Option, only by such holder or a transferee permitted by this Section 10.

(b)    Limited Transferability Rights.

(i)    Transferability. Except as provided in Section 10(b)(ii) below, during a Participant’s lifetime, his or her Awards shall be exercisable only by the Participant, or by the Participant’s legal representative or guardian in the event of the Participant’s incapacity. No Awards shall be sold, assigned, transferred or otherwise encumbered or disposed of by a


Participant other than by will or by the laws of descent and distribution or pursuant to a domestic relations order. No Awards shall be subject, in whole or in part, to attachment, execution, or levy of any kind, and any purported transfer in violation hereof shall be null and void.

(ii)    Committee Action. Notwithstanding Section 10(b)(i), the Committee, in its discretion, may provide either in the Award Agreement regarding a given Award or by subsequent written approval that the Participant (who is an employee or director) may transfer his or her Options to his or her immediate family members, to trusts for the benefit of such family members, or to partnerships in which such family members are the only partners, provided that the transferee agrees in writing with the Company to be bound by all of the terms and conditions of this Plan and the applicable Award. In no event may an Award be transferred by a Participant for value.

(iii)    Family Member. For purposes of Section 10(b)(ii), “family member” shall mean a Participant’s child, stepchild, grandchild, parent, stepparent, grandparent, 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 Participant’s household (other than a tenant of the Participant), a trust in which these persons (or the Participant) have more than 50 percent of the beneficial interest, a foundation in which these persons (or the Participant) control the management of assets, and any other entity in which these persons (or the Participant) own more than 50 percent of the voting interests.

11.    Time of Granting Awards. The date of grant of an Award shall, for all purposes, be the date on which the Committee makes the determination granting such Award, or such other date as is determined by the Committee.

12.    Termination of Employment, Transfer, Leave of Absence, Etc.

(a)    Effect of Termination of Employment, Etc. Unless the Committee, in its sole discretion shall at any time determine otherwise with respect to any Award, 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, (i) any outstanding Option of the Participant shall cease to be exercisable in any respect not later than six months following that event or such other period of time set forth in the applicable Award Agreement 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 (ii) 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.

(b)    Effect of Leaves and Transfers. For purposes of the Plan, the following events shall not be deemed a termination of employment:

(i)    a transfer to the employment of the Company or an Affiliate from Wrangler or its Subsidiaries or from the Company to an Affiliate, or from one Affiliate to another; or


(ii)    an approved leave of absence for any purpose approved by the Company or an Affiliate or any leave of absence during which the Participant’s right of employment is guaranteed by statute or contract; provided, however, that unless the Committee (and any delegate thereof) provides otherwise, vesting of awards granted hereunder will be suspended one hundred eighty (180) days after the commencement of an unpaid leave of absence, unless such suspension is not permitted by Applicable Laws.

13.    Amendment and Termination of the Plan. The Board may at any time amend or terminate the Plan and the Committee may, at any time, amend or cancel any outstanding Award for the purpose of satisfying changes in law or for any other lawful purpose, but no amendment or termination shall be made that would materially and adversely affect the rights of any Participant under any outstanding Award, without his or her consent. In addition, to the extent necessary and desirable to comply with Applicable Laws, the Company shall obtain the approval of holders of capital stock with respect to any Plan amendment in such a manner and to such a degree as required. Except as provided in Section 9, without prior stockholder approval, in no event may the Committee exercise its discretion to reduce the exercise price of outstanding Stock Options or effect repricing through cancellation and re-grants at an exercise price that is less than the original exercise price of such Stock Option or cancellation of Stock Options in exchange for cash. Nothing in this Section 13 shall limit the Committee’s authority to take any action permitted pursuant to Section 9.

14.    Delivery of Stock Certificates and Compliance with Laws and Regulations. Stock certificates to Participants under this Plan shall be deemed delivered for all purposes when the Company or a stock transfer agent of the Company shall have mailed such certificates in the United States mail, addressed to the Participant, at the Participant’s last known address on file with the Company. Uncertificated Stock shall be deemed delivered for all purposes when the Company or a Stock transfer agent of the Company shall have given to the Participant by electronic mail (with proof of receipt) or by United States mail, addressed to the Participant, at the Participant’s last known address on file with the Company, notice of issuance and recorded the issuance in its records (which may include electronic “book entry” records). Notwithstanding anything herein to the contrary, the Company shall not be required to issue or deliver any certificates evidencing shares of Stock pursuant to the exercise of any Award, unless and until the Committee has determined, with advice of counsel (to the extent the Committee deems such advice necessary or advisable), that the issuance and delivery of such certificates is in compliance with all applicable laws, regulations of governmental authorities and, if applicable, Listing Rules. All Stock certificates delivered pursuant to the Plan shall be subject to any stop-transfer orders and other restrictions as the Committee deems necessary or advisable to comply with federal, state or foreign jurisdiction, securities or other laws, rules and quotation system on which the Stock is listed, quoted or traded. The Committee may place legends on any Stock certificate to reference restrictions applicable to the Stock. In addition to the terms and conditions provided herein, the Committee may require that an individual make such reasonable covenants, agreements, and representations as the Committee, in its discretion, deems necessary or advisable in order to comply with any such laws, regulations, or requirements. The Committee shall have the right to require any individual to comply with any timing or other restrictions with respect to the settlement or exercise of any Award, including a window-period limitation, as may be imposed in the discretion of the Committee..


15.    Trading Policy Restrictions. Option exercises and other Awards under the Plan shall be subject to the Companys insider trading policies and procedures, as in effect from time to time.

16.    Clawback/Recovery. All Awards granted under the Plan will be subject to recoupment in accordance with the Citrix Systems, Inc. Executive Compensation Recovery Policy adopted on December 14, 2016, as may be amended from time to time, and any other clawback policy that the Company is required to adopt pursuant to the listing standards of any national securities exchange or association on which the Company’s securities are listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other Applicable Laws. In addition, the Committee may impose such other clawback, recovery or recoupment provisions in an Award Agreement as the Committee determines necessary or appropriate, including but not limited to a reacquisition right in respect of previously acquired shares of Stock or other cash or property in appropriate circumstances.

17.    Arbitration and Class Action Waiver. Any dispute or claim relating to or arising out of this Plan, any Award and/or any actions taken thereunder, to the fullest extent permitted by law, shall be fully and finally resolved by confidential, binding arbitration by a single, neutral arbitrator agreed upon by the Participant and the Company. The arbitration shall be held in the county where the Company has an office at which the applicable Participant provides services (for remote Participants, the nearest county where the Company has an office) or any other locale to which the parties jointly agree. If the parties cannot agree upon an arbitrator, the arbitrator shall be a JAMS neutral selected in accordance with the then-current Employment Arbitration Rules & Procedures of JAMS (which are available at www.jamsadr.com), and the arbitration shall be conducted in accordance with those rules and procedures. The parties each waive their respective rights to have any such disputes/claims tried by a judge or a jury. The arbitrator shall permit adequate discovery and shall be empowered to award all remedies otherwise available in a court of competent jurisdiction, and any judgment rendered by the arbitrator may be entered by any court of competent jurisdiction. The arbitrator shall issue a written award setting forth the essential findings and conclusions on which the award is based. Other than an amount equal to the fee for filing such an action in the local state court, which amount the Participant shall pay toward the costs of the arbitration, the Company shall bear the costs of the arbitration, including the JAMS administrative fees and the arbitrator’s fees. Each party shall otherwise bear its own respective attorneys’ fees and costs of the arbitration, except to the extent otherwise provided by law and awarded by the arbitrator. The Participant and the Company agree that each may bring claims against the other only in an individual capacity, and not as a plaintiff or class member in any purported class action or other representative proceeding.

18.    Addenda. The Committee may approve such addenda to the Plan as it may consider necessary or appropriate for the purpose of maintaining Awards to Employees or Consultants, which Awards may contain such terms and conditions as the Committee deems necessary or appropriate to accommodate differences in local law, tax policy or custom, which may deviate from the terms and conditions set forth in this Plan. The terms of any such addenda shall supersede the terms of the Plan to the extent necessary to accommodate such differences but shall not otherwise affect the terms of the Plan as in effect for any other purpose.

Exhibit 99.2

STOCK OPTION AGREEMENT

UNDER THE WRIKE, INC.

AMENDED AND RESTATED

2013 STOCK PLAN

AS ASSUMED BY CITRIX SYSTEMS, INC.

 

Name of Participant:    [                    ] (the “Optionee”)
No. of Shares:    [                    ]
Option Exercise Price per Share:    [                    ]
Original Grant Date:    [                    ] and as assumed on February 26, 2021
Expiration Date:    [                    ] (the “Expiration Date”)
Vesting Commencement Date:    [                    ] (the “Vesting Commencement Date”)

Pursuant to the Wrike, Inc. Amended and Restated 2013 Stock Plan (as assumed by Citrix Systems, Inc. and may be further amended from time to time, the “Plan”) and in connection with the transactions contemplated by that certain Agreement and Plan of Merger dated January 16, 2021 (the “Merger Agreement”) by among the Citrix Systems, Inc. (the “Company”), Wrangler Topco, LLC, Wallaby Merger Sub, LLC and the securityholders party thereto and that certain Option Assumption Agreement or Option Consent Agreement, as applicable (the “Assumption Agreement”), by and among the Optionee and the Company, the Company hereby assumes, pursuant to this Stock Option Agreement, including any additional terms and conditions set forth in any appendix for the Optionee’s country (the “Appendix” and together with the Stock Option Agreement, this “Agreement”), the Optionee’s option to purchase Class B Units (the “Original Option”) of Wrangler pursuant to that stock option agreement, by and between the Optionee and Wrangler, and, in accordance with the requirements of Section 409A of the Code, has converted such Original Option into an option to purchase, on or prior to the Expiration Date, or such earlier date as is specified herein, all or any part of the number of shares of the Company’s common stock indicated above at the Option Exercise Price per Share, subject to the terms and conditions set forth in this Agreement and in the Plan. This Option represents the remaining portion and corresponding remaining vesting schedule of the Original Option as assumed by the Company pursuant to the Merger Agreement. This Option is not intended to be an “incentive stock option” under Section 422 of the Code.

1.    Exercisability Schedule. No portion of this Option may be exercised until such portion shall have become vested and exercisable. Except as set forth below, and subject to the discretion of the Committee to accelerate the exercisability schedule hereunder and to any acceleration pursuant to the terms of an offer letter, employment agreement, or other similar agreement between the Optionee and the Company entered into in connection with the transactions contemplated by the Merger Agreement, this Option shall vest and be exercisable as follows, subject to the Optionee’s continued employment with the Company or an Affiliate on each such vesting date:


   

[VESTING SCHEDULE]

Once exercisable, this Option shall continue to be exercisable at any time or times prior to the close of the trading day on the Nasdaq Global Select Market or any other national securities exchange on which the shares of Stock are listed on the Expiration Date, subject to the provisions hereof and of the Plan.

2.    Manner of Exercise.

(a)    The Optionee may exercise this Option only in the following manner: from time to time on or prior to the Expiration Date, the Optionee may give written notice to the Company of his or her election to purchase some or all of the Optioned Stock purchasable at the time of such notice. The notice shall specify the number of Optioned Stock to be purchased.

Payment of the Option Exercise Price may be made by one or more of the following methods: (i) in cash, by certified or bank check or other instrument acceptable to the Committee; (ii) by the Optionee delivering to the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Company to pay the Option Exercise Price, provided that in the event the Optionee chooses to pay the Option Exercise Price as so provided, the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Committee shall prescribe as a condition of such payment procedure; (iii) if permitted by the Committee in its sole discretion, by a “net exercise” arrangement pursuant to which the Company will reduce the number of Shares issuable upon exercise by the largest whole number of Shares with a Fair Market Value that does not exceed the aggregate Option Exercise Price; or (iv) a combination of (i), (ii) and (iii) above. Payment instruments will be received subject to collection.

The transfer to the Optionee on the records of the Company or of the transfer agent of the Optioned Stock will be contingent upon (i) the Company’s receipt from the Optionee of the full Option Exercise Price, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, and (iii) the receipt by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Shares to be purchased pursuant to the exercise of Options under the Plan and any subsequent resale of Shares will be in compliance with Applicable Laws.

(b)    The Shares purchased upon exercise of this Option shall be transferred to the Optionee on the records of the Company or of the transfer agent upon compliance to the satisfaction of the Committee with all requirements under Applicable Laws in connection with such transfer and with the requirements hereof and of the Plan. The determination of the Committee as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to, any Shares subject to this Option unless and until this Option shall have been exercised pursuant to the terms hereof, the Company or the transfer agent shall have transferred the Shares to the

 

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Optionee, and the Optionee’s name shall have been entered as the stockholder of record on the books of the Company. Thereupon, the Optionee shall have full voting, dividend and other ownership rights with respect to such Shares.

(c)    Reserved.

(d)    Notwithstanding any other provision hereof or of the Plan, no portion of this Option shall be exercisable after the Expiration Date hereof.

3.    Termination of Employment. Notwithstanding anything to the contrary in the Plan, if the Optionee’s employment by the Company or an Affiliate is terminated, the period within which to exercise this Option may be subject to earlier termination as set forth below.

(a)    Termination Due to Death. If the Optionee’s employment terminates by reason of the Optionee’s death, or if the Optionee dies within 30 days after the Optionee’s employment terminates other than for Cause or due to Disability (as defined below), any portion of this Option outstanding on such date, to the extent exercisable on the date of death or, if different, termination, may thereafter be exercised by the Optionee’s legal representative or legatee for a period of 6 months from the date of death or until the Expiration Date, if earlier. Any portion of this Option that is not exercisable on the date of death or, if different, termination shall terminate immediately and be of no further force or effect.

(b)    Termination Due to Disability. If the Optionee’s employment terminates by reason of the Optionee’s Disability, any portion of this Option outstanding on such date, to the extent exercisable on the date of termination, may thereafter be exercised by the Optionee for a period of 6 months from the date of termination or until the Expiration Date, if earlier. Any portion of this Option that is not exercisable on the date of termination shall terminate immediately and be of no further force or effect.

(c)    Reserved.

(d)    Other Termination. If the Optionee’s employment terminates for any reason other than the Optionee’s death or the Optionee’s Disability, and unless otherwise determined by the Committee, any portion of this Option outstanding on such date may be exercised, to the extent exercisable on the date of termination, for a period of 90 days from the date of termination or until the Expiration Date, if earlier. Any portion of this Option that is not exercisable on the date of termination shall terminate immediately and be of no further force or effect.

The Committee’s determination of the reason for termination of the Optionee’s employment shall be conclusive and binding on the Optionee and his or her representatives or legatees.

4.    Incorporation of Plan. Notwithstanding anything herein to the contrary, this Option shall be subject to and governed by all the terms and conditions of the Plan, including the powers of the Committee set forth in Section 4 of the Plan. Capitalized terms in this Agreement shall have the meaning specified in the Plan, unless a different meaning is specified herein.

 

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5.    Transferability. This Agreement is personal to the Optionee, is non-assignable and is not transferable in any manner, by operation of law or otherwise, other than by will or the laws of descent and distribution. This Option is exercisable, during the Optionee’s lifetime, only by the Optionee, and thereafter, only by the Optionee’s legal representative or legatee.

6.    Responsibility for Taxes. Regardless of any action the Company or, if different, Optionee’s employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to Optionee’s participation in the Plan and legally applicable to Optionee (“Tax-Related Items”), Optionee acknowledges that the ultimate liability for all Tax-Related Items is and remains his or her responsibility and that such liability may exceed the amount actually withheld by the Company or the Employer. Optionee further acknowledges that the Company and/or the Employer (i) make no representations, warranties or undertakings regarding the treatment of the Option or any Tax-Related Items in connection with any aspect of the Option, including, but not limited to, the grant, vesting or exercise of the Option, the issuance of Shares upon exercise of the Option, the subsequent sale of Shares and the receipt of any dividends and/or any dividend equivalents; and (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Option to reduce or eliminate Optionee’s liability for Tax-Related Items or achieve any particular tax result. Further, if Optionee has become subject to tax in more than one jurisdiction, Optionee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

Optionee’s Tax-Related Items subject to a withholding obligation by the Company and/or the Employer shall be satisfied through a net issuance of Shares. The Company shall withhold from Shares to be issued to Optionee a number of Shares with an aggregate Fair Market Value that would satisfy the Tax-Related Items due. Alternatively, or in addition, the Company or the Employer may decide in their sole and absolute discretion to satisfy their withholding obligations, if any, for Tax-Related Items by one or a combination of the following: (i) withholding from proceeds of the sale of Shares acquired upon exercise of the Option either through a voluntary sale or through a mandatory sale arranged by the Company (on Optionee’s behalf pursuant to this authorization without further consent); or (ii) in any other way set forth in Section 8 of the Plan; provided, however, that if Optionee is a Section 16 officer of the Company under the Exchange Act, then the Company will satisfy any withholding obligation only through a net share issuance, unless the use of such withholding method is problematic under Applicable Laws or has materially adverse accounting consequences, in which case the obligation for Tax-Related Items may be satisfied by method (i) or (ii) above, or a combination thereof.

Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum or maximum statutory withholding amounts or other applicable withholding rates, including maximum applicable rates, in which case Optionee may receive a refund of any over-withheld amount in cash and will have no entitlement to the Shares equivalent. If the obligation for Tax-Related Items is satisfied by withholding Shares, for tax purposes, Optionee is deemed to have been issued the full number of Shares subject to the exercised Option, notwithstanding that a number of Shares is held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of Optionee’s participation in the Plan.

 

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Finally, Optionee shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of Optionee’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares if Optionee fails to comply with Optionee’s obligations in connection with the Tax-Related Items.

7.    No Advice Regarding the Award. The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding Optionee’s participation in the Plan, or Optionee’s acquisition or sale of the underlying Shares. Optionee hereby agrees to consult with his or her own personal tax, legal and financial advisors regarding his or her participation in the Plan before taking any action related to the Plan and this Option.

8.    No Obligation to Continue Employment. The Employer is not obligated by or as a result of the Plan or this Agreement to continue the Optionee in employment and neither the Plan nor this Agreement shall interfere in any way with the right of the Employer to terminate the employment of the Optionee at any time.

9.    Data Privacy Consent. In accepting the Option, Optionee explicitly, voluntarily and unambiguously consents to the collection, use, and transfer, in electronic or other form, of Optionee’s personal data as described in this Agreement and any other grant materials by and among Optionee and, as applicable, the Employer, the Company or any Affiliate for the exclusive purpose of implementing, administering and managing Optionee’s participation in the Plan.

Optionee understands that the Employer, the Company and its Affiliates may hold certain personal information about Optionee, including, but not limited to, Optionee’s name, home address, email address and telephone number, date of birth, social security number, passport or other identification number, salary, nationality, job title or any shares held in the Company, and details of all awards or other entitlement to shares awarded, canceled, exercised, vested, unvested or outstanding in Optionee’s favor (“Data”), for the exclusive purpose of implementing, administering and managing Optionee’s participation in the Plan.

Optionee further understands that the Employer, the Company and/or its Affiliates will transfer Data among themselves as necessary for the exclusive purposes of implementation, administration, and management of Optionee’s participation in the Plan, and that the Employer, the Company and/or its Affiliates may each further transfer Data to Fidelity Stock Plan Services, LLC or certain of its affiliates or such third party (“Data Recipients”), which are assisting the Company (or may assist the Company in the future) with the implementation, administration, and management of the Plan.

Optionee understands that the Data Recipients are located in the United States, and that the United States may have different data privacy laws and protections than Optionee’s country. Optionee understands that, if Optionee resides outside the United States, Optionee may request a list with the names and addresses of Data Recipients by contacting in writing Optionee’s local human resources representative. Optionee authorizes the Data Recipients to receive, possess, use, retain, and transfer Data, in electronic or other form, for the purposes of

 

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implementing, administering, and managing Optionee’s participation in the Plan. Optionee understands that Data will be held as long as is necessary to implement, administer and manage Optionee’s participation in the Plan.

Optionee understands that, if Optionee resides outside the United States, Optionee may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data to make the information contained therein factually accurate, or refuse or withdraw the consents herein, in any case without cost, by contacting in writing Optionee’s local human resources representative.

Further, Optionee understands that Optionee is providing the consents herein on a purely voluntary basis. If Optionee does not consent, or if Optionee later seeks to revoke the consents, Optionee’s employment status or career with the Employer will not be affected; the only consequence of refusing or withdrawing the consents is that the Company would not be able to grant this Option or other equity awards to Optionee or administer or maintain such awards. Therefore, Optionee understands that refusing or withdrawing the consents may affect Optionee’s ability to participate in the Plan. For more information on the consequences of Optionee’s refusal to consent or withdrawal of consent, Optionee understands that Optionee may contact in writing Optionee’s local human resources representative.

Upon request of the Company or the Employer, Optionee agrees to provide a separate executed data privacy consent form (or any other agreements or consents that may be required by the Company and/or the Employer) that the Company and/or the Employer may deem necessary to obtain from Optionee for the purpose of administering Optionee’s participation in the Plan in compliance with the data privacy laws in Optionee’s country, either now or in the future. Optionee understands and agrees that Optionee will not be able to participate in the Plan if Optionee fails to provide any such consent or agreement requested by the Company and/or the Employer.

10.    Nature of Grant. In accepting the Option, Optionee expressly acknowledges, understands and agrees to the following:

(a)    the Plan is maintained voluntarily by the Company, it is discretionary in nature, and may be terminated by the Company at any time, except as otherwise set forth in the Plan;

(b)    the grant of the Option is voluntary, exceptional and occasional and does not create any contractual or other right to receive future grants of Options, or benefits in lieu of Options, even if Options or other awards have been granted in the past;

(c)    all decisions with respect to future Option grants, if any, will be at the sole discretion of the Company;

(d)    the Option grant and Optionee’s participation in the Plan will not be interpreted to form an employment or service contract or relationship with the Company or any Affiliate;

 

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(e)    the future value of the underlying Shares is unknown, indeterminable and cannot be predicted with certainty;

(f)    if the underlying Shares do not increase in value, this Option will have no value;

(g)    if the Optionee exercises this Option and acquires Shares, the value of such Shares may increase or decrease in value, even below the Exercise Price;

(h)    Optionee is voluntarily participating in the Plan;

(i)    this Option and the underlying Shares, and the income from and value of same, are not intended to replace any pension rights or compensation;

(j)    this Option and the underlying Shares, and the income from and value of same, are not part of normal or expected compensation or salary for purposes of, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments;

(k)    unless otherwise agreed with the Company, this Option and the underlying Shares, and the income from and value of same, are not granted as consideration for, or in connection with, the service the Optionee may provide as a director of any Affiliate;

(l)    no claim or entitlement to compensation or damages shall arise from forfeiture of this Option resulting from termination of the Optionee’s employment or service (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Optionee is employed or the terms of his or her employment or other service agreement, if any);

(m)    unless otherwise provided in the Plan or by the Company in its discretion, this Option and the benefits evidenced by this Agreement do not create any entitlement to have this Option or any such benefits transferred to, or assumed by, another company nor be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares; and

(n)    If Optionee resides outside the U.S., the following additional provisions shall apply:

(i)    the Option and the underlying Shares, and the income from and value of same, are not part of normal or expected compensation or salary for any purpose; and

(ii)    neither the Company, the Employer nor any other Affiliate shall be liable for any foreign exchange rate fluctuation between the Optionee’s local currency and the United States dollar that may affect the value of this Option or any amounts due to the Optionee pursuant to the settlement of this Option, the subsequent sale of any Shares acquired under the Plan or the receipt of any dividends.

 

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11.    Electronic Delivery and Participation. The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. Optionee hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.

12.    Language. The Optionee acknowledges that he or she is proficient in the English language or has had an opportunity to consult with an advisor proficient in the English language, and understands the content of this Agreement and other Plan-related materials. If the Optionee has received this Agreement or any other document related to the Plan translated into a language other than English and if the meaning of the translated version is different than the English version, the English version will control.

13.    Governing Law and Venue. This Agreement and any notices delivered pursuant hereto shall be construed and enforced in accordance with the laws of the State of Delaware, without regard to the conflict of laws principles thereof and shall be binding upon and inure to the benefit of any successor or assign of the Company and any executor, administrator, trustee, guardian or other legal representative of Optionee.

For purposes of litigating any dispute that arises under this Award or this Agreement, the parties hereby submit to and consent to the jurisdiction of the State of Florida and agree that such litigation shall be conducted in the courts of Broward County, Florida, or the federal courts for the United States for the Southern District of Florida, where this Award is made and/or to be performed.

14.    Appendix. Notwithstanding any provisions in this Stock Option Agreement, this Option shall be subject to any additional terms and conditions set forth in any Appendix to this Stock Option Agreement for the Optionee’s country. Moreover, if the Optionee relocates to one of the countries included in the Appendix, the additional terms and conditions for such country will apply to the Optionee, to the extent the Company determines that the application of such terms and conditions is necessary or advisable for legal or administrative reasons. The Appendix constitutes part of this Agreement.

15.     Notices. Notices hereunder shall be mailed or delivered to the Company at its principal place of business and shall be mailed or delivered to the Optionee at the address on file with the Company or, in either case, at such other address as one party may subsequently furnish to the other party in writing.

16.    Imposition of Other Requirements. The Company reserves the right to impose other requirements on Optionee’s participation in the Plan, on the Option and on any Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require Optionee to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.

17.    Miscellaneous.

(a)    This Agreement may be executed in one or more counterparts all of which together shall constitute one instrument.

 

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(b)    This Agreement, the Plan and any other terms delivered pursuant hereto, together constitute the entire agreement between the parties relative to the subject matter hereof, and supersede all proposals, written or oral relating to the subject matter hereof.

18.    Amendments. The Committee may amend the terms of the this Option and Agreement, prospectively or retroactively, provided that this Option and Agreement as amended is consistent with the terms of the Plan and the Applicable Laws, but no such amendment shall impair the Optionee’s rights under this Agreement without the Optionee’s consent.

19.    Integration. This Agreement constitutes the entire agreement between the parties with respect to this Option and supersedes all prior agreements and discussions between the parties concerning such subject matter.

20.    Severability. The provisions of this Agreement are severable and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.

21.    Insider Trading Restrictions/Market Abuse Laws. The Optionee acknowledges that, depending on the Optionee’s country or broker’s country, or the country in which Stock is listed, the Optionee may be subject to insider trading restrictions and/or market abuse laws in applicable jurisdictions, which may affect his or her ability to accept, acquire, sell or attempt to sell, or otherwise dispose of the Shares, rights to Shares (e.g., this Option) or rights linked to the value of Stock, during such times as the Optionee is considered to have “inside information” regarding the Company (as defined by the laws or regulations in applicable jurisdictions, including the United States and the Optionee’s country). Local insider trading laws and regulations may prohibit the cancellation or amendment of orders the Optionee placed before possessing inside information. Furthermore, the Optionee may be prohibited from (i) disclosing insider information to any third party, including fellow employees (other than on a “need to know” basis) and (ii) “tipping” third parties or causing them to otherwise buy or sell Company securities. Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company insider trading policy. The Optionee acknowledges that it is the Optionee’s responsibility to comply with any applicable restrictions, and the Optionee should speak to his or her personal advisor on this matter.

22.    Foreign Asset/Account Reporting Requirements. The Optionee acknowledges that there may be certain foreign asset and/or account reporting requirements which may affect the Optionee’s ability to acquire or hold Shares acquired under the Plan (or cash received from participating in the Plan) in a brokerage or bank account outside of the Optionee’s country. The Optionee may be required to report such accounts, assets or transactions to the tax or other authorities in his or her country. The Optionee may also be required to repatriate sale proceeds or other funds received as a result of participating in the Plan to the Optionee’s country through a designated bank or broker within a certain time after receipt. The Optionee acknowledges that it is his or her responsibility to be compliant with such regulations and the Optionee should speak to his or her personal advisor on this matter.

23.    Waiver. The Optionee acknowledges that a waiver by the Company of breach of any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach by the Optionee or any other Participants.

By electronically accepting this Agreement and participating in the Plan, Optionee agrees to be bound by the terms and conditions in the Plan and this Agreement, including the Appendix.

 

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Exhibit 99.3

WRANGLER TOPCO, LLC

SECOND AMENDED AND RESTATED

2018 EQUITY INCENTIVE PLAN

AS ASSUMED BY CITRIX SYSTEMS, INC.

1.    Purpose of Plan. This Second Amended and Restated 2018 Equity Incentive Plan (the “Plan”) of the Company, which amends and restates the Wrangler Amended and Restated 2018 Non-Qualified Unit Option Plan that Wrangler originally adopted on January 30, 2019, is designed to provide incentives to Eligible Participants (as defined below), as may be selected in the sole discretion of the Committee (as defined below), through the grant of Options and/or Restricted Stock Units by the Company to Eligible Participants.

The Plan, as amended and restated, is being assumed by the Company pursuant to that certain Agreement and Plan of Merger by and among the Company, Wrangler, Wallaby Merger Sub, LLC and Vista Equity Partners Management, LLC, dated January 16, 2021 (the “Merger Agreement”), and shall be effective immediately prior to and contingent upon the Closing (as defined in the Merger Agreement). The Plan is amended and restated in accordance with Listing Rule 5635(c)(3) and the related interpretive material in IM-5635-1 for purposes of assumption by the Company and does not make any amendments that would require shareholder approval from the Company’s shareholders pursuant to those regulations.

2.    Definitions. Capitalized terms used in this Plan have the meanings set forth below:

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

Award” except where referring to a particular category of grant under the Plan, shall include Options and Restricted Stock Units.

Award Agreement” means a written or electronic document setting forth the terms and provisions applicable to an Award granted under the Plan. Each Award Agreement is subject to the terms and conditions of the Plan.

Board” means the Board of Directors of the Company, as constituted from time to time.

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

Committee” means the Compensation Committee of the Board. 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. All references herein to the “Committee” shall be deemed to refer to the group then responsible for administration of the Plan at the relevant time (i.e., either the Board or a committee or committees of the Board, as applicable).


Company” means Citrix Systems, Inc.

Consultant” means any natural person that provides bona fide services to the Wrangler or a Subsidiary who is not otherwise an employee of Wrangler or a Subsidiary, and such natural person’s services are not in connection with the offer or sale of securities in a capital-raising transaction and do not directly or indirectly promote or maintain a market for Wrangler’s securities.

Disability” means with respect to a Participant, the Participant becoming eligible to receive benefits under the Company’s or an Affiliate’s then current long-term disability plan applicable to the Participant.

Dividend Equivalent Right” means an Award entitling the Participant to receive credits based on cash dividends that would have been paid on the shares of Stock specified in the Dividend Equivalent Right (or other award to which it relates) if such Shares had been issued to and held by the Participant.

Effective Date” means the date of the Closing (as defined in the Merger Agreement).

Eligible Participant” means employees, officers, Consultants or advisors of Wrangler or its Subsidiaries who were employees, officers, Consultants or advisors of Wrangler or its Subsidiaries prior to the Effective Date and any other employees, officers, Consultants or advisors of the Company, Wrangler or their respective Subsidiaries who are eligible to receive grants hereunder pursuant to the Listing Rules.

Fair Market Value” of the Stock on any given date means the fair market value of the Stock determined in good faith by the Committee or, in the absence of the Committee, by the Board. Unless otherwise determined by the Committee (or the Board), the Fair Market Value of the Stock on any given date shall be the last sale price for the Stock as reported on the Nasdaq Global Select Market or another national securities exchange for that date or if no closing price is reported for that date, the closing price on the next preceding date for which a closing price was reported.

Listing Rules” shall mean the applicable rules and regulations pursuant to the Nasdaq Marketplace Rules, or the rules of another national securities exchange on which the shares of Stock are listed, quoted or traded, in effect from time to time.

Option” means any option enabling the holder thereof to purchase Shares granted by the Committee pursuant to Section 5 of this Plan.

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

Person” means an individual, a partnership, a corporation, a limited liability company, an association, a joint share company, a trust, a joint venture, an unincorporated organization and a governmental entity or any department, agency or political subdivision thereof.


Plan Approval Date” means January 30, 2019.

Reserved Share Limit” shall mean the number of Shares equal to the number of Class B Units (as defined in the Merger Agreement) reserved for issuance under this Plan as of immediately prior to the Closing, following the conversion of such Class B Units to Shares, pursuant to the terms of the Merger Agreement.

Restricted Stock Units” means an Award of stock units to a Participant pursuant to Section 6 of this Plan.

Sale of the Company” means (i) consummation of a merger or consolidation of the Company with or into another Person; (ii) 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 acquirer’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; (iii) any Person or group of Persons (within the meaning of Section 13(d)(3) of the Exchange Act) directly or indirectly acquires, including but not limited to by means of a merger or consolidation, beneficial ownership (determined pursuant to Securities and Exchange Commission Rule 13d-3 promulgated under the Exchange Act) of securities possessing more than 30% of the total combined voting power of the Company’s outstanding securities pursuant to a tender or exchange offer made directly to the Company’s stockholders that the Board does not recommend such stockholders accept, other than (a) the Company or an Affiliate, (b) an employee benefit plan of the Company or any of its Affiliates, (c) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any of its Affiliates, or (d) an underwriter temporarily holding securities pursuant to an offering of such securities; (iv) Persons who, as of the Effective Date, constitute the Board of the Company (the “Incumbent Directors”) cease for any reason, including, without limitation, as a result of a tender offer, proxy contest, merger or similar transaction, to constitute at least a majority of the Board of the Company, provided that any Person becoming a director of the Company subsequent to the Effective Date shall be considered an Incumbent Director if such person’s election was approved by or such person was nominated for election by either (A) a vote of at least a majority of the Incumbent Directors or (B) a vote of at least a majority of the Incumbent Directors who are members of a nominating committee comprised, in the majority, of Incumbent Directors; but provided further, that any such Person whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of members of the Board or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board, including by reason of agreement intended to avoid or settle any such actual or threatened contest or solicitation, shall not be considered an Incumbent Director; (v) any other acquisition of the business of the Company in which a majority of the Board votes in favor of a decision that a Sale of the Company has occurred within the meaning of the Plan; or (vi) the approval by the Company’s stockholders of any plan or proposal for the liquidation or dissolution of the Company.


Shares” means shares of Stock.

Stock” or “Common Stock” means the common stock, par value $0.001 per share, of the Company, subject to adjustments pursuant to Section 9 below.

Subsidiary” means any corporation or other entity in which the subject entity has at least a 50 percent interest, either directly or indirectly.

Wrangler” means Wrangler Topco, LLC.

3.    Administration of the Plan. The Plan shall be administered by the Committee.

(a)    The Committee shall have the power and authority to grant Awards consistent with the terms of the Plan and the Listing Rules, including the power and authority:

(i)     to prescribe, amend and rescind rules and procedures governing the administration of this Plan;

(ii)    to interpret and modify from time to time the terms of this Plan, the terms of any Awards granted under this Plan, which terms and conditions may differ among individual Awards and Participants, to approve the forms of Award Agreements and the rules and procedures established by the Committee governing any such Awards;

(iii)    to make or to select the manner of making all determinations with respect to each Award, including the terms and the number of Shares to be covered by any Award, to be granted by the Company under the Plan including the Eligible Participant to receive the Award, consistent with the terms of the Plan and the Listing Rules, and the form of Award;

(iv)    to determine the rights of any Person under this Plan or the meaning of requirements imposed by the terms of this Plan or any rule or procedure established by the Committee;

(v)    except as otherwise provided in Section 11 of the Plan, at any time to adopt, alter and repeal such rules, guidelines and practices for administration of the Plan and for its own acts and proceedings as it shall deem advisable and to correct any defect or omission or reconcile any inconsistency in the Plan or in any Awards granted hereunder;

(vi)    to determine whether any Awards are subject to and/or comply with the requirements of Code Section 409A or the regulations thereunder;

(vii)    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);


(viii)     to accelerate at any time the exercisability, vesting or the lapse or achievement of any condition of all or any portion of any Award;

(ix)    subject to the provisions of Section 5, to extend at any time the period in which Options may be exercised;

(x)    to make all other determinations and take all other actions necessary or advisable for the implementation and administration of the Plan;

(xi)    to decide all disputes arising in connection with the Plan; and

(xii)    to otherwise supervise the administration of the Plan.

Each action of the Committee and all decisions and interpretations of the Committee shall be binding on all Persons.

(b)    Section 409A. To the extent that any Award is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A (a “409A Award”), the Award shall be subject to such additional rules and requirements as specified by the Committee from time to time in order to comply with Section 409A. In this regard, if any amount under a 409A Award is payable upon a “separation from service” (within the meaning of Section 409A) to a Participant who is then considered a “specified employee” (within the meaning of Section 409A), then no such payment shall be made prior to the date that is the earlier of (i) six months and one day after the Participant’s separation from service, or (ii) the Participant’s death, but only to the extent such delay is necessary to prevent such payment from being subject to interest, penalties and/or additional tax imposed pursuant to Section 409A. Further, the settlement of any such Award may not be accelerated except to the extent permitted by Section 409A. All Awards are intended to be exempt from Section 409A to the greatest extent possible or otherwise comply with Section 409A. The terms of the Awards granted under this Plan shall be interpreted in accordance with such intent

(c)    Award Agreement. Awards under the Plan shall be evidenced by Award Agreements that set forth the terms, conditions and limitations for each Award which may include, without limitation, the term of an Award and the provisions applicable in the event employment or other service relationship terminates.

4.    Stock Issuable Under the Plan and Eligibility.

(a)    Limitation on the Aggregate Number of Shares. The number of Shares reserved and available for issuance under this Plan (and which may be issued upon the exercise or payment thereof) is the Reserved Share Limit. If any Awards expire or are unexercised or unpaid or are canceled, terminated or forfeited in any manner without the issuance of Shares or payment thereunder, the Shares with respect to which such Awards were granted shall again be available under this Plan. Notwithstanding the foregoing, the Shares tendered or held back upon exercise of an Option or settlement of an Award to cover the exercise price or tax withholding shall not be added to the Shares authorized for grant under the Plan. In the event the Company repurchases shares of Stock on the open market, such shares shall not be added to the Shares available for issuance under the Plan. Shares to be issued under the Plan may be either authorized and unissued Shares, Shares reacquired by the Company, or a combination thereof, as the Committee shall determine.


(b)    Eligibility. Participants under the Plan will be Eligible Participants as of the date the Award is granted and as are selected from time to time by the Committee in its sole discretion, subject to applicable Listing Rules.

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

5.    Grant of Options. The Committee may grant Options under the Plan. Any Option granted under the Plan shall be in such form as the Committee may from time to time approve.    

Options granted pursuant to this Section 5 shall be subject to the following terms and conditions and shall contain such additional terms and conditions, not inconsistent with the terms of the Plan, as the Committee shall deem desirable.

(a)    Exercise Price. The exercise price per share for the Stock covered by an Option granted pursuant to this Section 5 shall be determined by the Committee at the time of grant but shall not be less than 100 percent of the Fair Market Value on the date of grant.

(b)    Option Term. The term of each Option shall be fixed by the Committee, but no Option shall be exercisable more than ten years after the date the Option is granted.

(c)    Exercisability; Rights of a Stockholder. Options shall become exercisable at such time or times, whether or not in installments, as shall be determined by the Committee at or after the grant date. The Committee may at any time accelerate the exercisability of all or any portion of any Option. A Participant shall have the rights of a stockholder only as to Shares acquired upon the exercise of an Option and not as to unexercised Options.

(d)    Method of Exercise. Options may be exercised in whole or in part, by giving written or electronic notice of exercise to the Company or its agent, specifying the number of shares to be purchased. Payment of the purchase price may be made by one or more of the following methods to the extent provided in the Option Award Agreement:

(i)    In cash, by certified or bank check or other instrument acceptable to the Committee;

(ii)    Through the delivery (or attestation to the ownership) of shares of Stock that are not then subject to restrictions under any Company plan. Such surrendered shares shall be valued at Fair Market Value on the exercise date;

(iii)    By the Participant delivering to the Company or its agent a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Company for the purchase price; provided that in the event the Participant chooses to pay the purchase price as so provided, the Participant and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Committee or its delegates shall prescribe as a condition of such payment procedure; or


(iv)    By a “net exercise” arrangement pursuant to which the Company will reduce the number of Shares issuable upon exercise by the largest whole number of Shares with a Fair Market Value that does not exceed the aggregate exercise price.

Payment instruments will be received subject to collection. The transfer to the Participant on the records of the Company or of the transfer agent of the Shares to be purchased pursuant to the exercise of an Option will be contingent upon receipt from the Participant (or a purchaser acting in his stead in accordance with the provisions of the Option) by the Company of the full purchase price for such shares and the fulfillment of any other requirements contained in the Option Award Agreement or applicable provisions of laws (including the satisfaction of any withholding taxes that the Company is obligated to withhold with respect to the Participant). In the event a Participant chooses to pay the purchase price by previously-owned Shares through the attestation method, the number of Shares transferred to the Participant upon the exercise of the Option shall be net of the number of attested shares. In the event that the Company establishes, for itself or using the services of a third party, an automated system for the exercise of Options, such as a system using an internet website or interactive voice response, then the paperless exercise of Options may be permitted through the use of such an automated system.

6.    Restricted Stock Units.

(a)    Nature of Restricted Stock Units. The Committee shall determine the restrictions and conditions applicable to each Restricted Stock Unit Award at the time of grant. Conditions may be based on continuing employment (or other service relationship). The terms and conditions of each such Award Agreement shall be determined by the Committee, and such terms and conditions may differ among individual Awards and Participants. At the end of the deferral period, the Restricted Stock Units, to the extent vested, shall be settled in the form of shares of Stock. To the extent that an award of Restricted Stock Units is subject to Section 409A, it may contain such additional terms and conditions as the Committee shall determine in its sole discretion in order for such Award to comply with the requirements of Section 409A.

(b)    Election to Receive Restricted Stock Units in Lieu of Compensation. The Committee may, in its sole discretion, permit a Participant to elect to receive a portion of future cash compensation otherwise due to such Participant in the form of an award of Restricted Stock Units. Any such election shall be made in writing and shall be delivered to the Company no later than the date specified by the Committee and in accordance with Section 409A and such other rules and procedures established by the Committee. Any such future cash compensation that the Participant elects to defer shall be converted to a fixed number of Restricted Stock Units based on the Fair Market Value of Stock on the date the compensation would otherwise have been paid to the Participant if such payment had not been deferred as provided herein. The Committee shall have the sole right to determine whether and under what circumstances to permit such elections and to impose such limitations and other terms and conditions thereon as the Committee deems appropriate. Any Restricted Stock Units that are elected to be received in lieu of cash compensation shall be fully vested, unless otherwise provided in the Award Agreement.


(c)    Rights as a Stockholder. A Participant shall have the rights as a stockholder only as to shares of Stock acquired by the Participant upon settlement of Restricted Stock Units; provided, however, that the Participant may be credited with Dividend Equivalent Rights with respect to the shares of Stock underlying his Restricted Stock Units, subject to such terms and conditions as the Committee may determine. Dividend Equivalent Rights may not be settled until the Restricted Stock Units vest.

(d)    Termination. Except as may otherwise be provided by the Committee either in the Award Agreement or, subject to Section 11 below, in writing after the Award is issued, a Participant’s right in all Restricted Stock Units that have not vested shall automatically terminate upon the Participant’s termination of employment (or cessation of the Participant’s service relationship) with the Company and its Affiliates for any reason.

7.    Delivery of Stock Certificates and Compliance with Laws and Regulations. Stock certificates to Participants under this Plan shall be deemed delivered for all purposes when the Company or a stock transfer agent of the Company shall have mailed such certificates in the United States mail, addressed to the Participant, at the Participant’s last known address on file with the Company. Uncertificated Stock shall be deemed delivered for all purposes when the Company or a Stock transfer agent of the Company shall have given to the Participant by electronic mail (with proof of receipt) or by United States mail, addressed to the Participant, at the Participant’s last known address on file with the Company, notice of issuance and recorded the issuance in its records (which may include electronic “book entry” records). Notwithstanding anything herein to the contrary, the Company shall not be required to issue or deliver any certificates evidencing shares of Stock pursuant to the exercise of any Award, unless and until the Committee has determined, with advice of counsel (to the extent the Committee deems such advice necessary or advisable), that the issuance and delivery of such certificates is in compliance with all applicable laws, regulations of governmental authorities and, if applicable, Listing Rules. All Stock certificates delivered pursuant to the Plan shall be subject to any stop-transfer orders and other restrictions as the Committee deems necessary or advisable to comply with federal, state or foreign jurisdiction, securities or other laws, rules and quotation system on which the Stock is listed, quoted or traded. The Committee may place legends on any Stock certificate to reference restrictions applicable to the Stock. In addition to the terms and conditions provided herein, the Committee may require that an individual make such reasonable covenants, agreements, and representations as the Committee, in its discretion, deems necessary or advisable in order to comply with any such laws, regulations, or requirements. The Committee shall have the right to require any individual to comply with any timing or other restrictions with respect to the settlement or exercise of any Award, including a window-period limitation, as may be imposed in the discretion of the Committee.

8.    Tax Withholding.

(a)    Payment by Participant. Upon the occurrence of any applicable taxable event related to an Award, the Participant shall pay to the Company, or make arrangements satisfactory to the Committee regarding payment of, any U.S. and non-U.S. federal, state, or local taxes of any kind required by law to be withheld by the Company or an Affiliate with respect to such income. The Company and its Affiliates 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. The Company’s obligation to deliver evidence of book entry (or stock certificates) to any Participant is subject to and conditioned on tax withholding obligations being satisfied by the Participant.

(b)    Withholding in Stock. Subject to approval by the Committee, any required tax withholding obligation may be satisfied, in whole or in part, by the Company withholding from Shares to be issued pursuant to any Award a number of Shares with an aggregate Fair Market Value (as of the date the withholding is effected) that would satisfy the withholding amount due.

9.    Adjustment for Change in Shares; Sale of the Company.

(a)    Changes in Stock. Subject to Section 9 hereof, if, as a result of any reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split or other similar change in the Company’s capital stock, the outstanding shares of Stock are increased or decreased or are exchanged for a different number or kind of shares or other securities of the Company, or additional shares or new or different shares or other securities of the Company or other non-cash assets are distributed with respect to such shares of Stock or other securities, or, if, as a result of any merger or consolidation, sale of all or substantially all of the assets of the Company, the outstanding shares of Stock are converted into or exchanged for securities of the Company or any successor entity (or a parent or subsidiary thereof), the Committee shall make an appropriate or proportionate adjustment in (i) the maximum number of shares reserved for issuance under the Plan, (ii) the number and kind of shares or other securities subject to any then outstanding Awards under the Plan, and (iii) the exercise price for each share subject to any then outstanding Options under the Plan, without changing the aggregate exercise price (i.e., the exercise price multiplied by the number of Options) as to which such Options remain exercisable. The Committee shall also make equitable or proportionate adjustments in the number of shares subject to outstanding Awards and the exercise price and the terms of outstanding Awards to take into consideration cash dividends paid other than in the ordinary course or any other extraordinary corporate event. The adjustment by the Committee shall be final, binding and conclusive. No fractional shares of Stock shall be issued under the Plan resulting from any such adjustment, but the Committee in its discretion may make a cash payment in lieu of fractional shares.

(b)    Mergers and Other Transactions. In the event of a Sale of the Company, the Board may, in its sole discretion, do any one or more of the following:

(i)    provide for the accelerated vesting of, or lapse of restrictions applicable to, outstanding Awards at any time;

(ii)    provide for the continuation, assumption or substitution of outstanding Awards, whether vested or unvested and on an equitable basis with new Awards of the successor entity or parent thereof, with appropriate adjustment as to the number and kind of Shares and, if appropriate, the per share exercise prices, as such parties shall agree, the Fair Market Value of which (as determined by the Committee in its sole discretion) shall not materially differ from the Fair Market Value of the shares of Stock subject to such Awards immediately preceding the Sale of the Company, as determined by the Board in a manner consistent with the applicable requirements of Section 409A of the Code and Treasury Regulation Section 1.424-1 (and any amendment thereto);


(iii)    to the extent the parties to the Sale of the Company do not provide for the assumption, continuation or substitution of Awards, as of the effective time of the Sale of the Company, the Plan and all outstanding Awards shall terminate, and, except as the Committee may otherwise specify with respect to particular Awards in the relevant Award Agreement, all Options that are not exercisable immediately prior to the effective time of the Sale of the Company shall become fully exercisable as of the effective time of the Sale of the Company, all other Awards with time-based vesting, conditions or restrictions shall become fully vested and nonforfeitable as of the effective time of the Sale of the Company;

(iv)    In addition to or in lieu of the foregoing, with respect to outstanding Options, the Committee may, on the same basis or on different bases as the Committee shall specify, upon written notice to the affected Participants, provide that one or more Options then outstanding must be exercised, in whole or in part, within a specified number of days of the date of such notice, at the end of which period such Options shall terminate, or provide that one or more Options then outstanding, in whole or in part, shall be terminated in exchange for a cash payment equal to the excess of the fair market value (as determined by the Committee in its sole discretion) for the shares subject to such Options over the exercise price thereof.

(v)    Notwithstanding anything to the contrary herein, the Committee may, in its sole discretion, provide that all Options that are not exercisable immediately prior to the effective time of a Sale of the Company shall become fully exercisable as of the effective time of the Sale of the Company, all other Awards with time-based vesting, conditions or restrictions shall become fully vested and nonforfeitable as of the effective time of a Sale of the Company. In such cases, such Awards shall become exercisable in full prior to the consummation of the Sale of the Company at such time and on such conditions as the Committee determines, and if such Awards are not exercised prior to the consummation of the Sale of the Company, they shall terminate at such time as determined by the Committee.

(vi)    Notwithstanding anything to the contrary herein, in the event of an involuntary termination of a Participant’s employment or other service relationship for any reason other than death, Disability or Cause within six months following the consummation of an Sale of the Company, any Awards of the Participant assumed or substituted in the Sale of the Company which are subject to vesting conditions, the lapse or achievement of any conditions and/or a right of repurchase in favor of the Company or a successor entity, shall accelerate in full. All such accelerated Awards of the Participant shall be exercisable for a period of one year following termination, but in no event after the expiration date of such Award. As used in this Section 9(b)(vi) only, “Cause” shall mean the commission of any act of fraud, embezzlement or dishonesty by the Participant, any unauthorized use or disclosure by such person of confidential information or trade secrets of the Company, or any other intentional misconduct by such person adversely affecting the business or affairs of the Company in a material manner.


10.    Termination of Employment, Transfer, Leave of Absence, Etc.

(a)    Effect of Termination of Employment, Etc. Unless the Committee, in its sole discretion shall at any time determine otherwise with respect to any Award, 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, (i) any outstanding Option of the Participant shall cease to be exercisable in any respect not later than six months following that event or such other period of time set forth in the applicable Award Agreement 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 (ii) 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.

(b)    Effect of Leaves and Transfers. For purposes of the Plan, the following events shall not be deemed a termination of employment:

(i)    a transfer to the employment of the Company or an Affiliate from Wrangler or its Subsidiaries or from the Company to an Affiliate, or from one Affiliate to another; or

(ii)    an approved leave of absence for any purpose approved by the Company or an Affiliate or any leave of absence during which the Participant’s right of employment is guaranteed by statute or contract; provided, however, that unless the Committee (and any delegate thereof) provides otherwise, vesting of awards granted hereunder will be suspended one hundred eighty (180) days after the commencement of an unpaid leave of absence, unless such suspension is not permitted by applicable law.

11.    Plan Terminations and Amendments. The Committee at any time may suspend or terminate this Plan and make such additions, modifications or amendments as it deems advisable under this Plan, except that it may not, without approval by the Company’s stockholders, (a) increase the maximum number of Shares as to which Awards may be granted under this Plan or (b) extend the term of this Plan or (c) make any other change that requires stockholder approval under the Listing Rules. Subject to the other provisions hereof, the Committee may not change any of the terms of an Award Agreement with respect to an Award between the Company and the holder of such Award in a manner which would have a material adverse effect on the holder of such Award without the approval of the holder of such Award. Except as provided in Section 9(a) or 9(b), without prior stockholder approval, in no event may the Committee exercise its discretion to reduce the exercise price of outstanding Options, effect repricing through cancellation and re-grants at an exercise price that is less than the original exercise price of such Option or cancel Options in exchange for cash. Nothing in this Section 11 shall limit the Committee’s authority to take any action permitted pursuant to Section 9(a) or 9(b). No Awards shall be granted or Shares issued hereunder after the tenth anniversary of the Plan Approval Date.

12.    Participant Acknowledgments. The adoption of this Plan and the grant of Awards do not confer upon any employee any right to continued employment with Wrangler, its Subsidiary or the Company or its Affiliates. Neither the grant of any Award, the issuance of any Shares nor any provision contained in this Plan or in any written agreement evidencing the grant of any Award or the issuance of any Shares shall entitle such Participant to remain in the employment of the Wrangler, its Subsidiaries, the Company or its Affiliates or affect the right of the Company to terminate any Participant’s employment at any time for any reason.


13.    Transferability of Awards.

(a)    Transferability. Except as provided in Section 13(b) below, during a Participant’s lifetime, his or her Awards shall be exercisable only by the Participant, or by the Participant’s legal representative or guardian in the event of the Participant’s incapacity. No Awards shall be sold, assigned, transferred or otherwise encumbered or disposed of by a Participant other than by will or by the laws of descent and distribution or pursuant to a domestic relations order. No Awards shall be subject, in whole or in part, to attachment, execution, or levy of any kind, and any purported transfer in violation hereof shall be null and void.

(b)    Committee Action. Notwithstanding Section 13(a), the Committee, in its discretion, may provide either in the Award Agreement regarding a given Award or by subsequent written approval that the Participant (who is an employee or director) may transfer his or her Options to his or her immediate family members, to trusts for the benefit of such family members, or to partnerships in which such family members are the only partners, provided that the transferee agrees in writing with the Company to be bound by all of the terms and conditions of this Plan and the applicable Award. In no event may an Award be transferred by a Participant for value.

(c)    Family Member. For purposes of Section 13(b), “family member” shall mean a Participant’s child, stepchild, grandchild, parent, stepparent, grandparent, 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 Participant’s household (other than a tenant of the Participant), a trust in which these persons (or the Participant) have more than 50 percent of the beneficial interest, a foundation in which these persons (or the Participant) control the management of assets, and any other entity in which these persons (or the Participant) own more than 50 percent of the voting interests.

14.    Severability. Whenever possible, each provision of this Plan will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Plan is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or any other jurisdiction, but this Plan will be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

15.    Arbitration and Class Action Waiver. Any dispute or claim relating to or arising out of this Plan, any Award and/or any actions taken thereunder, to the fullest extent permitted by law, shall be fully and finally resolved by confidential, binding arbitration by a single, neutral arbitrator agreed upon by the Participant and the Company. The arbitration shall be held in the county where the Company has an office at which the applicable Participant provides services (for remote Participants, the nearest county where the Company has an office) or any other locale to which the parties jointly agree. If the parties cannot agree upon an arbitrator, the arbitrator shall be a JAMS neutral selected in accordance with the then-current Employment Arbitration Rules & Procedures of JAMS (which are available at www.jamsadr.com), and the arbitration


shall be conducted in accordance with those rules and procedures. The parties each waive their respective rights to have any such disputes/claims tried by a judge or a jury. The arbitrator shall permit adequate discovery and shall be empowered to award all remedies otherwise available in a court of competent jurisdiction, and any judgment rendered by the arbitrator may be entered by any court of competent jurisdiction. The arbitrator shall issue a written award setting forth the essential findings and conclusions on which the award is based. Other than an amount equal to the fee for filing such an action in the local state court, which amount the Participant shall pay toward the costs of the arbitration, the Company shall bear the costs of the arbitration, including the JAMS administrative fees and the arbitrator’s fees. Each party shall otherwise bear its own respective attorneys’ fees and costs of the arbitration, except to the extent otherwise provided by law and awarded by the arbitrator. The Participant and the Company agree that each may bring claims against the other only in an individual capacity, and not as a plaintiff or class member in any purported class action or other representative proceeding.

16.    Trading Policy Restrictions. Option exercises and other Awards under the Plan shall be subject to the Company’s insider trading policies and procedures, as in effect from time to time.

17.    Clawback/Recovery. All Awards granted under the Plan will be subject to recoupment in accordance with the Citrix Systems, Inc. Executive Compensation Recovery Policy adopted on December 14, 2016, as may be amended from time to time, and any other clawback policy that the Company is required to adopt pursuant to the listing standards of any national securities exchange or association on which the Company’s securities are listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable law. In addition, the Committee may impose such other clawback, recovery or recoupment provisions in an Award Agreement as the Committee determines necessary or appropriate, including but not limited to a reacquisition right in respect of previously acquired shares of Stock or other cash or property in appropriate circumstances.

18.    Business Days. If any time period for giving notice or taking action hereunder expires on a day which is a Saturday, Sunday or holiday in the state in which the Company’s chief executive office is located, the time period shall be automatically extended to the business day immediately following such Saturday, Sunday or holiday.

19.    Governing Law. This Plan and all Awards and actions taken thereunder shall be governed by, and construed in accordance with, the laws of the State of Delaware, applied without regard to conflict of law principles.

*****

Exhibit 99.4

NON-QUALIFIED STOCK OPTION AGREEMENT

UNDER THE WRANGLER TOPCO, LLC

SECOND AMENDED AND RESTATED

2018 EQUITY INCENTIVE PLAN

AS ASSUMED BY CITRIX SYSTEMS, INC.

 

Name of Participant:

   [                    ] (the “Optionee”)

No. of Shares:

  

[                    ]

Option Exercise Price per Share:

  

[                    ]

Original Grant Date:

   [                    ], and as assumed on February 26, 2021

Expiration Date:

   [                    ] (the “Expiration Date”)

Pursuant to the Wrangler Topco, LLC Second Amended and Restated 2018 Equity Incentive Plan (as assumed by Citrix Systems, Inc. and may be further amended from time to time, the “Plan”) and in connection with the transactions contemplated by that certain Agreement and Plan of Merger dated January 16, 2021 (the “Merger Agreement”) by among the Citrix Systems, Inc. (the “Company”), Wrangler Topco, LLC, Wallaby Merger Sub, LLC and the securityholders party thereto and that certain Option Assumption Agreement or Option Consent Agreement, as applicable (the “Assumption Agreement”), by and among the Optionee and the Company, the Company hereby assumes, pursuant to this Non-Qualified Stock Option Agreement, including any additional terms and conditions set forth in any appendix for the Optionee’s country (the “Appendix” and together with the Non-Qualified Stock Option Agreement, this “Agreement”), the Optionee’s option to purchase Class B Units (the “Unit Option”) of Wrangler Topco, LLC pursuant to the unit option agreement, by and between the Optionee and Wrangler Topco, LLC, and, in accordance with the requirements of Section 409A of the Code, has converted such Unit Option into an option to purchase, on or prior to the Expiration Date, or such earlier date as is specified herein, all or any part of the number of shares of the Company’s common stock indicated above at the Option Exercise Price per Share, subject to the terms and conditions set forth in this Agreement and in the Plan. This Option is not intended to be an “incentive stock option” under Section 422 of the Code.

1.    Exercisability Schedule. No portion of this Option may be exercised until such portion shall have become vested and exercisable. Except as set forth below, and subject to the discretion of the Committee to accelerate the exercisability schedule hereunder and to any acceleration pursuant to the terms of an offer letter, employment agreement, or other similar agreement between the Optionee and the Company entered into in connection with the transactions contemplated by the Merger Agreement, this Option shall vest and be exercisable as follows, subject to the Optionee’s continued employment with the Company or an Affiliate on each such vesting date:

 

   

[Vesting Schedule]


Once exercisable, this Option shall continue to be exercisable at any time or times prior to the close of the trading day on the Nasdaq Global Select Market or any other national securities exchange on which the shares of Stock are listed on the Expiration Date, subject to the provisions hereof and of the Plan.

2.    Manner of Exercise.

(a)    The Optionee may exercise this Option only in the following manner: from time to time on or prior to the Expiration Date, the Optionee may give written notice to the Company of his or her election to purchase some or all of the Shares purchasable at the time of such notice. The notice shall specify the number of Shares to be purchased.

Payment of the Option Exercise Price may be made by one or more of the following methods: (i) in cash, by certified or bank check or other instrument acceptable to the Committee; (ii) by the Optionee delivering to the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Company to pay the Option Exercise Price, provided that in the event the Optionee chooses to pay the Option Exercise Price as so provided, the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Committee shall prescribe as a condition of such payment procedure; (iii) if permitted by the Committee in its sole discretion, by a “net exercise” arrangement pursuant to which the Company will reduce the number of Shares issuable upon exercise by the largest whole number of Shares with a Fair Market Value that does not exceed the aggregate Option Exercise Price; or (iv) a combination of (i), (ii) and (iii) above. Payment instruments will be received subject to collection.

The transfer to the Optionee on the records of the Company or of the transfer agent of the Shares will be contingent upon (i) the Company’s receipt from the Optionee of the full Option Exercise Price, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, and (iii) the receipt by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Shares to be purchased pursuant to the exercise of Options under the Plan and any subsequent resale of Shares will be in compliance with applicable laws and regulations.

(b)    The Shares purchased upon exercise of this Option shall be transferred to the Optionee on the records of the Company or of the transfer agent upon compliance to the satisfaction of the Committee with all requirements under applicable laws or regulations in connection with such transfer and with the requirements hereof and of the Plan. The determination of the Committee as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to, any Shares subject to this Option unless and until this Option shall have been exercised pursuant to the terms hereof, the Company or the transfer agent shall have transferred the Shares to the Optionee, and the Optionee’s name shall have been entered as the stockholder of record on the books of the Company. Thereupon, the Optionee shall have full voting, dividend and other ownership rights with respect to such Shares.

 

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(c)    Reserved.

(d)    Notwithstanding any other provision hereof or of the Plan, no portion of this Option shall be exercisable after the Expiration Date hereof.

3.    Termination of Employment. If the Optionee’s employment by the Company or an Affiliate is terminated, the period within which to exercise this Option may be subject to earlier termination as set forth below.

(a)    Termination Due to Death. If the Optionee’s employment terminates by reason of the Optionee’s death, any portion of this Option outstanding on such date, to the extent exercisable on the date of death, may thereafter be exercised by the Optionee’s legal representative or legatee for a period of 6 months from the date of death or until the Expiration Date, if earlier. Any portion of this Option that is not exercisable on the date of death shall terminate immediately and be of no further force or effect.

(b)    Termination Due to Disability. If the Optionee’s employment terminates by reason of the Optionee’s Disability, any portion of this Option outstanding on such date, to the extent exercisable on the date of termination, may thereafter be exercised by the Optionee for a period of 6 months from the date of termination or until the Expiration Date, if earlier. Any portion of this Option that is not exercisable on the date of termination shall terminate immediately and be of no further force or effect.

(c)    Reserved.

(d)    Other Termination. If the Optionee’s employment terminates for any reason other than the Optionee’s death or the Optionee’s Disability, and unless otherwise determined by the Committee, any portion of this Option outstanding on such date may be exercised, to the extent exercisable on the date of termination, for a period of 90 days from the date of termination or until the Expiration Date, if earlier. Any portion of this Option that is not exercisable on the date of termination shall terminate immediately and be of no further force or effect.

The Committee’s determination of the reason for termination of the Optionee’s employment shall be conclusive and binding on the Optionee and his or her representatives or legatees.

4.    Incorporation of Plan. Notwithstanding anything herein to the contrary, this Option shall be subject to and governed by all the terms and conditions of the Plan, including the powers of the Committee set forth in Section 3 of the Plan. Capitalized terms in this Agreement shall have the meaning specified in the Plan, unless a different meaning is specified herein.

5.    Transferability. This Agreement is personal to the Optionee, is non-assignable and is not transferable in any manner, by operation of law or otherwise, other than by will or the laws of descent and distribution. This Option is exercisable, during the Optionee’s lifetime, only by the Optionee, and thereafter, only by the Optionee’s legal representative or legatee.

 

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6.    Responsibility for Taxes. Regardless of any action the Company or, if different, Optionee’s employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to Optionee’s participation in the Plan and legally applicable to Optionee (“Tax-Related Items”), Optionee acknowledges that the ultimate liability for all Tax-Related Items is and remains his or her responsibility and that such liability may exceed the amount actually withheld by the Company or the Employer. Optionee further acknowledges that the Company and/or the Employer (i) make no representations, warranties or undertakings regarding the treatment of the Option or any Tax-Related Items in connection with any aspect of the Option, including, but not limited to, the grant, vesting or exercise of the Option, the issuance of Shares upon exercise of the Option, the subsequent sale of Shares and the receipt of any dividends and/or any dividend equivalents; and (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Option to reduce or eliminate Optionee’s liability for Tax-Related Items or achieve any particular tax result. Further, if Optionee has become subject to tax in more than one jurisdiction, Optionee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

Optionee’s Tax-Related Items subject to a withholding obligation by the Company and/or the Employer shall be satisfied through a net issuance of Shares. The Company shall withhold from Shares to be issued to Optionee a number of Shares with an aggregate Fair Market Value that would satisfy the Tax-Related Items due. Alternatively, or in addition, the Company or the Employer may decide in their sole and absolute discretion to satisfy their withholding obligations, if any, for Tax-Related Items by one or a combination of the following: (i) withholding from proceeds of the sale of Shares acquired upon exercise of the Option either through a voluntary sale or through a mandatory sale arranged by the Company (on Optionee’s behalf pursuant to this authorization without further consent); or (ii) in any other way set forth in Section 8 of the Plan; provided, however, that if Optionee is a Section 16 officer of the Company under the Exchange Act, then the Company will satisfy any withholding obligation only through a net share issuance, unless the use of such withholding method is problematic under tax or securities law or has materially adverse accounting consequences, in which case the obligation for Tax-Related Items may be satisfied by method (i) or (ii) above, or a combination thereof.

Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum or maximum statutory withholding amounts or other applicable withholding rates, including maximum applicable rates, in which case Optionee may receive a refund of any over-withheld amount in cash and will have no entitlement to the Shares equivalent. If the obligation for Tax-Related Items is satisfied by withholding Shares, for tax purposes, Optionee is deemed to have been issued the full number of Shares subject to the exercised Option, notwithstanding that a number of Shares is held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of Optionee’s participation in the Plan.

Finally, Optionee shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of Optionee’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares if Optionee fails to comply with Optionee’s obligations in connection with the Tax-Related Items.

 

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7.    No Advice Regarding the Award. The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding Optionee’s participation in the Plan, or Optionee’s acquisition or sale of the underlying Shares. Optionee hereby agrees to consult with his or her own personal tax, legal and financial advisors regarding his or her participation in the Plan before taking any action related to the Plan and this Option.

8.    No Obligation to Continue Employment. The Employer is not obligated by or as a result of the Plan or this Agreement to continue the Optionee in employment and neither the Plan nor this Agreement shall interfere in any way with the right of the Employer to terminate the employment of the Optionee at any time.

9.    Data Privacy Consent. In accepting the Option, Optionee explicitly, voluntarily and unambiguously consents to the collection, use, and transfer, in electronic or other form, of Optionee’s personal data as described in this Agreement and any other grant materials by and among Optionee and, as applicable, the Employer, the Company or any Affiliate for the exclusive purpose of implementing, administering and managing Optionee’s participation in the Plan.

Optionee understands that the Employer, the Company and its Affiliates may hold certain personal information about Optionee, including, but not limited to, Optionee’s name, home address, email address and telephone number, date of birth, social security number, passport or other identification number, salary, nationality, job title or any shares held in the Company, and details of all awards or other entitlement to shares awarded, canceled, exercised, vested, unvested or outstanding in Optionee’s favor (“Data”), for the exclusive purpose of implementing, administering and managing Optionee’s participation in the Plan.

Optionee further understands that the Employer, the Company and/or its Affiliates will transfer Data among themselves as necessary for the exclusive purposes of implementation, administration, and management of Optionee’s participation in the Plan, and that the Employer, the Company and/or its Affiliates may each further transfer Data to Fidelity Stock Plan Services, LLC or certain of its affiliates or such third party (“Data Recipients”), which are assisting the Company (or may assist the Company in the future) with the implementation, administration, and management of the Plan.

Optionee understands that the Data Recipients are located in the United States, and that the United States may have different data privacy laws and protections than Optionee’s country. Optionee understands that, if Optionee resides outside the United States, Optionee may request a list with the names and addresses of Data Recipients by contacting in writing Optionee’s local human resources representative. Optionee authorizes the Data Recipients to receive, possess, use, retain, and transfer Data, in electronic or other form, for the purposes of implementing, administering, and managing Optionee’s participation in the Plan. Optionee understands that Data will be held as long as is necessary to implement, administer and manage Optionee’s participation in the Plan.

 

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Optionee understands that, if Optionee resides outside the United States, Optionee may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data to make the information contained therein factually accurate, or refuse or withdraw the consents herein, in any case without cost, by contacting in writing Optionee’s local human resources representative.

Further, Optionee understands that Optionee is providing the consents herein on a purely voluntary basis. If Optionee does not consent, or if Optionee later seeks to revoke the consents, Optionee’s employment status or career with the Employer will not be affected; the only consequence of refusing or withdrawing the consents is that the Company would not be able to grant this Option or other equity awards to Optionee or administer or maintain such awards. Therefore, Optionee understands that refusing or withdrawing the consents may affect Optionee’s ability to participate in the Plan. For more information on the consequences of Optionee’s refusal to consent or withdrawal of consent, Optionee understands that Optionee may contact in writing Optionee’s local human resources representative.

Upon request of the Company or the Employer, Optionee agrees to provide a separate executed data privacy consent form (or any other agreements or consents that may be required by the Company and/or the Employer) that the Company and/or the Employer may deem necessary to obtain from Optionee for the purpose of administering Optionee’s participation in the Plan in compliance with the data privacy laws in Optionee’s country, either now or in the future. Optionee understands and agrees that Optionee will not be able to participate in the Plan if Optionee fails to provide any such consent or agreement requested by the Company and/or the Employer.

10.    Nature of Grant. In accepting the Option, Optionee expressly acknowledges, understands and agrees to the following:

(a)    the Plan is maintained voluntarily by the Company, it is discretionary in nature, and may be terminated by the Company at any time, except as otherwise set forth in the Plan;

(b)    the grant of the Option is voluntary, exceptional and occasional and does not create any contractual or other right to receive future grants of Options, or benefits in lieu of Options, even if Options or other awards have been granted in the past;

(c)    all decisions with respect to future Option grants, if any, will be at the sole discretion of the Company;

(d)    the Option grant and Optionee’s participation in the Plan will not be interpreted to form an employment or service contract or relationship with the Company or any Affiliate;

(e)    the future value of the underlying Shares is unknown, indeterminable and cannot be predicted with certainty;

(f)    if the underlying Shares do not increase in value, this Option will have no value;

 

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(g)    if the Optionee exercises this Option and acquires Shares, the value of such Shares may increase or decrease in value, even below the Exercise Price;

(h)    Optionee is voluntarily participating in the Plan;

(i)    this Option and the underlying Shares, and the income from and value of same, are not intended to replace any pension rights or compensation;

(j)    this Option and the underlying Shares, and the income from and value of same, are not part of normal or expected compensation or salary for purposes of, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments;

(k)    unless otherwise agreed with the Company, this Option and the underlying Shares, and the income from and value of same, are not granted as consideration for, or in connection with, the service the Optionee may provide as a director of any Affiliate;

(l)    no claim or entitlement to compensation or damages shall arise from forfeiture of this Option resulting from termination of the Optionee’s employment or service (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Optionee is employed or the terms of his or her employment or other service agreement, if any);

(m)    unless otherwise provided in the Plan or by the Company in its discretion, this Option and the benefits evidenced by this Agreement do not create any entitlement to have this Option or any such benefits transferred to, or assumed by, another company nor be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares; and

(n)    If Optionee resides outside the U.S., the following additional provisions shall apply:

(i)    the Option and the underlying Shares, and the income from and value of same, are not part of normal or expected compensation or salary for any purpose; and

(ii)    neither the Company, the Employer nor any other Affiliate shall be liable for any foreign exchange rate fluctuation between the Optionee’s local currency and the United States dollar that may affect the value of this Option or any amounts due to the Optionee pursuant to the settlement of this Option, the subsequent sale of any Shares acquired under the Plan or the receipt of any dividends.

11.    Electronic Delivery and Participation. The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. Optionee hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.

 

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12.    Language. The Optionee acknowledges that he or she is proficient in the English language or has had an opportunity to consult with an advisor proficient in the English language, and understands the content of this Agreement and other Plan-related materials. If the Optionee has received this Agreement or any other document related to the Plan translated into a language other than English and if the meaning of the translated version is different than the English version, the English version will control.

13.    Governing Law and Venue. This Agreement and any notices delivered pursuant hereto shall be construed and enforced in accordance with the laws of the State of Delaware, without regard to the conflict of laws principles thereof and shall be binding upon and inure to the benefit of any successor or assign of the Company and any executor, administrator, trustee, guardian or other legal representative of Optionee.

For purposes of litigating any dispute that arises under this Award or this Agreement, the parties hereby submit to and consent to the jurisdiction of the State of Florida and agree that such litigation shall be conducted in the courts of Broward County, Florida, or the federal courts for the United States for the Southern District of Florida, where this Award is made and/or to be performed.

14.    Appendix. Notwithstanding any provisions in this Non-Qualified Stock Option Agreement, this Option shall be subject to any additional terms and conditions set forth in any Appendix to this Non-Qualified Stock Option Agreement for the Optionee’s country. Moreover, if the Optionee relocates to one of the countries included in the Appendix, the additional terms and conditions for such country will apply to the Optionee, to the extent the Company determines that the application of such terms and conditions is necessary or advisable for legal or administrative reasons. The Appendix constitutes part of this Agreement.

15.    Notices. Notices hereunder shall be mailed or delivered to the Company at its principal place of business and shall be mailed or delivered to the Optionee at the address on file with the Company or, in either case, at such other address as one party may subsequently furnish to the other party in writing.

16.    Imposition of Other Requirements. The Company reserves the right to impose other requirements on Optionee’s participation in the Plan, on the Option and on any Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require Optionee to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.

17.    Miscellaneous.

(a)    This Agreement may be executed in one or more counterparts all of which together shall constitute one instrument.

(b)    This Agreement, the Plan and any other terms delivered pursuant hereto, together constitute the entire agreement between the parties relative to the subject matter hereof, and supersede all proposals, written or oral relating to the subject matter hereof.

 

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18.    Amendments. The Committee may amend the terms of the this Option and Agreement, prospectively or retroactively, provided that this Option and Agreement as amended is consistent with the terms of the Plan and the Listing Rules, but no such amendment shall impair the Optionee’s rights under this Agreement without the Optionee’s consent.

19.    Integration. This Agreement constitutes the entire agreement between the parties with respect to this Option and supersedes all prior agreements and discussions between the parties concerning such subject matter.

20.    Severability. The provisions of this Agreement are severable and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.

21.    Insider Trading Restrictions/Market Abuse Laws. The Optionee acknowledges that, depending on the Optionee’s country or broker’s country, or the country in which Stock is listed, the Optionee may be subject to insider trading restrictions and/or market abuse laws in applicable jurisdictions, which may affect his or her ability to accept, acquire, sell or attempt to sell, or otherwise dispose of the Shares, rights to Shares (e.g., this Option) or rights linked to the value of Stock, during such times as the Optionee is considered to have “inside information” regarding the Company (as defined by the laws or regulations in applicable jurisdictions, including the United States and the Optionee’s country). Local insider trading laws and regulations may prohibit the cancellation or amendment of orders the Optionee placed before possessing inside information. Furthermore, the Optionee may be prohibited from (i) disclosing insider information to any third party, including fellow employees (other than on a “need to know” basis) and (ii) “tipping” third parties or causing them to otherwise buy or sell Company securities. Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company insider trading policy. The Optionee acknowledges that it is the Optionee’s responsibility to comply with any applicable restrictions, and the Optionee should speak to his or her personal advisor on this matter.

22.    Foreign Asset/Account Reporting Requirements. The Optionee acknowledges that there may be certain foreign asset and/or account reporting requirements which may affect the Optionee’s ability to acquire or hold Shares acquired under the Plan (or cash received from participating in the Plan) in a brokerage or bank account outside of the Optionee’s country. The Optionee may be required to report such accounts, assets or transactions to the tax or other authorities in his or her country. The Optionee may also be required to repatriate sale proceeds or other funds received as a result of participating in the Plan to the Optionee’s country through a designated bank or broker within a certain time after receipt. The Optionee acknowledges that it is his or her responsibility to be compliant with such regulations and the Optionee should speak to his or her personal advisor on this matter.

23.    Waiver. The Optionee acknowledges that a waiver by the Company of breach of any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach by the Optionee or any other Participants.

By electronically accepting this Agreement and participating in the Plan, Optionee agrees to be bound by the terms and conditions in the Plan and this Agreement, including the Appendix.

 

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Exhibit 99.5

GLOBAL RESTRICTED STOCK UNIT AGREEMENT

UNDER THE WRANGLER TOPCO, LLC

SECOND AMENDED AND RESTATED

2018 EQUITY INCENTIVE PLAN

AS ASSUMED BY CITRIX SYSTEMS, INC.

Name of Awardee:

Award Date:

Number of Restricted Stock Units:

Pursuant to the Wrangler Topco, LLC Second Amended and Restated 2018 Equity Incentive Plan (as assumed by Citrix Systems, Inc. and may be further amended from time to time, the “Plan”), Citrix Systems, Inc. (the “Company”) hereby grants an Award of Restricted Stock Units to the awardee named above (“Awardee”). Upon acceptance of this agreement, including any additional terms and conditions set forth in any appendix for Awardee’s country (the “Appendix” and together with this agreement, the “Award Agreement”), Awardee shall receive the number of Restricted Stock Units specified above, subject to the restrictions and conditions set forth in this Award Agreement and in the Plan. Capitalized terms in this Award Agreement shall have the meaning specified in the Plan, unless a different meaning is specified herein.

1.    Vesting. No portion of this Award may be settled until such portion shall have vested. Except as otherwise provided herein, the Restricted Stock Units vest in three annual installments, with one-third vesting on each of the first, second and third anniversaries of the Award Date (each, a “Vesting Date”), provided in each case that Awardee is then, and since the Award Date has continuously been, employed by the Company or one of its Affiliates. If Awardee is not employed by the Company or one of its Affiliates on a Vesting Date, Awardee will not earn or be entitled to any pro-rated vesting for any portion of time before a Vesting Date during which Awardee was employed, nor will Awardee be entitled to any compensation for lost vesting. If the vesting schedule results in fractional shares, the number of shares shall be rounded up on the first Vesting Date and rounded up or down on the second and third Vesting Dates, as necessary.

2.    Issuance of Stock.

(a)    On a Vesting Date, each vested Restricted Stock Unit entitles Awardee to receive one share of the Company’s common stock, par value $0.001 per share (the “Stock”).

(b)    As soon as practicable after the Vesting Date (but in no event later than two and one-half months after the end of the year in which the Vesting Date occurs), Awardee’s name shall be entered as the stockholder of record on the books and records of the Company with respect to the shares of Stock underlying the vested Restricted Stock Units, upon compliance to the satisfaction of the Committee with all requirements under applicable laws or regulations in connection with such issuance and with the requirements hereof and of the Plan. The determination of the Committee as to such compliance shall be final and binding on Awardee.


(c)    Until such time as shares of Stock have been issued to Awardee pursuant to Section 2(b) above, Awardee shall not have any rights as a holder of the shares of Stock underlying this Award, including but not limited to voting rights.

(d)    If on any date the Company shall pay any cash dividend on shares of Stock, the Committee shall, in its discretion, either:

(i)    make a proportionate award (based on the dividend paid) of Dividend Equivalent Rights under the Plan with respect to the unvested Restricted Stock Units hereunder; or

(ii)    take necessary action such that the number of unvested Restricted Stock Units shall, as of such date, be increased by an amount determined by the following formula:

W = (X multiplied by Y) divided by Z, where:

W = the number of additional Restricted Stock Units to be credited to Awardee on such dividend payment date;

X = the aggregate number of Restricted Stock Units (whether vested or unvested) credited to Awardee as of the record date of the dividend;

Y = the cash dividend per share amount; and

Z = the Fair Market Value per share of Stock (as determined under the Plan) on the dividend payment date.

In the case of a dividend paid on Stock in the form of Stock, including without limitation a distribution of Stock by reason of a stock dividend, stock split or otherwise, Dividend Equivalent Rights shall be awarded in a number, or the number of unvested Restricted Stock Units shall be increased by a number, equal to the product of (A) the aggregate number of Restricted Stock Units that have been awarded to Awardee through the related dividend record date, and (B) the number of shares of Stock (including any fraction thereof) payable as dividend on one share of Stock.

In the case of a dividend payable in property other than shares of Stock or cash, the per share of Stock value of such dividend shall be determined in good faith by the Board and shall be converted to Dividend Equivalent Rights or additional Restricted Stock Units based on the formula above.

In any of the above cases, the Dividend Equivalent Rights or additional Restricted Stock Units, as applicable, shall be subject to the vesting conditions and restrictions of this Award Agreement in the same manner as the Restricted Stock Units and for so long as the Restricted Stock Units granted pursuant to this Award Agreement to which they relate remain subject to such vesting conditions and restrictions; provided that, notwithstanding Section 1 above, any fractional share resulting from the vesting of Dividend Equivalent Rights or additional Restricted Stock Units shall not be rounded up on any Vesting Date, and shall vest only when the aggregate cumulative fractional shares have reached one whole share, unless such fractional share results from the vesting of Dividend Equivalent Rights or additional Restricted Stock Units on the last Vesting Date, in which case such fractional share shall be rounded up to next whole share. If and when the corresponding unvested Restricted Stock Units are forfeited, the Dividend Equivalent Rights or additional Restricted Stock Units shall be promptly forfeited as well.

 

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3.    Termination of Employment. Subject to the terms of any employment, executive or similar agreement, if Awardee’s employment with the Company and its Affiliates is voluntarily or involuntarily terminated (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where Awardee is employed or the terms of Awardee’s employment or other service agreement, if any), Awardee’s right in any Restricted Stock Units that are not vested shall automatically terminate as of the date of termination of Awardee’s employment (the “Termination Date”). Such Restricted Stock Units shall be canceled and shall be of no further force and effect as of the Termination Date. The Committee or any of its delegates shall have the discretion to determine when the Termination Date occurs for purposes of Awardee’s Restricted Stock Units (including whether Awardee may still be considered to be employed while on a leave of absence).

Notwithstanding the above, if Awardee’s employment with the Company and its Affiliates is terminated on account of death or Disability, any Restricted Stock Units that are not vested shall automatically vest in full as of the date that Awardee’s employment terminates by reason of death or Disability.

Further, notwithstanding the above and subject to the terms of any employment, executive or similar agreement, if Awardee’s employment with the Company and its Affiliates is terminated by the Company or its Affiliates for any reason [other than for Cause, as determined by the Company, and such Awardee has served as an employee of the Company and its Affiliates for 20 years or greater as of the date of Awardee’s termination, subject to Awardee signing a separation and release agreement in a form acceptable to the Company, and such agreement becoming irrevocable, any Restricted Stock Units that would have become vested within the 12-month period following the Termination Date, shall automatically vest in full as of the date the Awardee’s separation and release agreement becomes irrevocable.

For purposes hereof, “Cause” shall mean that one or more of the following has occurred:

(a)     Awardee’s indictment for commission of any felony or misdemeanor involving deceit, dishonesty or fraud, or any willful conduct by the Awardee that would reasonably be expected to result in material injury or reputational harm to the Company or its Affiliates if the Awardee were retained in his or her position;

(b)    Awardee has engaged in acts of fraud, dishonesty or other acts of willful misconduct in the course of his duties that would reasonably be expected to have a demonstrable material adverse effect on the Company or its Affiliates;

(c)    Awardee willfully and repeatedly fails to perform his material duties for the Company or its Affiliates;

(d)    any material violation or breach by Awardee of the Company’s Code of Business Conduct or any written contract he or she is a party to with the Company or its Affiliates; or

 

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(e)    Awardee’s failure to cooperate with an internal investigation or investigation by regulatory or law enforcement authorities, or willful destruction or failure to preserve documents or other materials known to be relevant to such investigation or the inducement of others to fail to cooperate or produce documents or other materials in connection with such investigation.

In the event of any termination, the Company, as soon as practicable following the Termination Date (but in no event later than two and one-half months after the end of the year in which the Termination Date occurs), shall issue shares of Stock to Awardee (or Awardee’s designated beneficiary, estate executor or legal heirs, as applicable, in the event of Awardee’s death) with respect to any Restricted Stock Units which, as of the Termination Date, have vested as set forth herein but for which shares of Stock had not yet been issued to Awardee.

Notwithstanding anything to the contrary herein, the provisions relating to the treatment of Restricted Stock Units in the case of the termination of Awardee’s employment, including any rights to acceleration, that may be set forth in an employment or executive agreement between the Company or any Affiliate and Awardee shall apply to this Award to the extent applicable.

4.    Incorporation of Plan. Notwithstanding anything herein to the contrary, this Award shall be subject to and governed by all the terms and conditions of the Plan.

5.    Transferability. This Award Agreement and the Award are personal to Awardee, non-assignable and not transferable in any manner, by operation of law or otherwise, other than by will or the laws of descent and distribution. If Awardee is a U.S. employee (as determined by the Committee or any of its delegatees in its, his or her sole discretion), Awardee may be permitted to designate a beneficiary with respect to the shares of Stock to be issued upon vesting of the Award.

6.    Responsibility for Taxes. Regardless of any action the Company or, if different, Awardee’s employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to Awardee’s participation in the Plan and legally applicable to Awardee (“Tax-Related Items”), Awardee acknowledges that the ultimate liability for all Tax-Related Items is and remains his or her responsibility and that such liability may exceed the amount actually withheld by the Company or the Employer. Awardee further acknowledges that the Company and/or the Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including, but not limited to, the grant, vesting or settlement of the Restricted Stock Units, the issuance of shares of Stock upon settlement of the Restricted Stock Units, the subsequent sale of shares of Stock and the receipt of any dividends and/or any Dividend Equivalent Rights; and (b) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate Awardee’s liability for Tax-Related Items or achieve any particular tax result. Further, if Awardee becomes subject to tax in more than one jurisdiction, Awardee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

 

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Awardee’s Tax-Related Items subject to a withholding obligation by the Company and/or the Employer (or any other Affiliates) shall be satisfied through a net issuance of shares. The Company shall withhold from shares of Stock to be issued to Awardee upon vesting/settlement of the Restricted Stock Units a number of shares of Stock with an aggregate Fair Market Value that would satisfy the withholding obligations for Tax-Related Items due. Alternatively, or in addition, the Company or the Employer may decide in their sole and absolute discretion to satisfy their withholding obligations, if any, for Tax-Related Items by one or a combination of the following: (i) withholding from proceeds of the sale of shares of Stock acquired upon vesting/settlement of the Restricted Stock Units either through a voluntary sale or through a mandatory sale arranged by the Company (on Awardee’s behalf pursuant to this authorization without further consent); or (ii) in any other way set forth in Section 8 of the Plan; provided, however, that if Awardee is a Section 16 officer of the Company under the Exchange Act, then the Company will satisfy any withholding obligation only through a net share issuance of shares, unless the use of such withholding method is problematic under applicable tax or securities law or has materially adverse accounting consequences, in which case the obligation for Tax-Related Items may be satisfied by method (i) or (ii) above, or a combination thereof.

The Company may withhold or account for Tax-Related Items by considering statutory withholding rates or other applicable withholding rates, including maximum rates applicable in Awardee’s jurisdiction. In the event of over-withholding, Awardee may receive a refund of any over-withheld amount in cash (with no entitlement to the equivalent in Stock), or if not refunded, Awardee may seek a refund from the local tax authorities. In the event of under-withholding, Awardee may be required to pay any additional Tax-Related Items directly to the applicable tax authority or to the Company and/or the Employer. If the obligation for Tax-Related Items is satisfied by a net share issuance of shares, for tax purposes, Awardee is deemed to have been issued the full number of shares of Stock subject to the vested Restricted Stock Units, notwithstanding that a number of shares are held back solely for purposes of paying the Tax-Related Items due as a result of any aspect of Awardee’s participation in the Plan.

Finally, Awardee shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of Awardee’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the shares of Stock or the proceeds of the sale of shares of Stock, if Awardee fails to comply with Awardee’s obligations in connection with the Tax-Related Items.

7.    No Advice Regarding Grant. The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding Awardee’s participation in the Plan, or Awardee’s acquisition or sale of the shares of Stock. Awardee acknowledges that Awardee should consult with his or her own personal tax, legal and financial advisors regarding his or her participation in the Plan before taking any action related to the Plan.

8.    Data Privacy. In accepting the Restricted Stock Units, Awardee explicitly, voluntarily and unambiguously consents to the collection, use and transfer, in electronic or other form, of Awardee’s personal data as described in this Award Agreement and any other grant materials by an and among, as applicable, the Company, the Employer and any other Affiliate for the exclusive purpose of implementing, administering and managing Awardee’s participation in the Plan.

 

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Awardee understands that the Company, the Employer and other Affiliates hold certain personal information about Awardee, including, but not limited to, Awardee’s name, home address, email address and telephone number, date of birth, social security number, passport or other identification number, salary, nationality, job title, or any shares held in the Company, and details of all awards or other entitlement to shares awarded, canceled, exercised, vested, unvested, or outstanding in Awardee’s favor (“Data”), for the exclusive purpose of implementing, administering and managing Awardee’s participation in the Plan.

Awardee further understands that the Company, the Employer and/or other Affiliates will transfer Data among themselves as necessary for the exclusive purposes of implementation, administration and management of Awardee’s participation in the Plan, and that the Company, the Employer and/or other Affiliates may each further transfer Data to Fidelity Stock Plan Services, LLC and certain of its affiliates or such other third party (“Data Recipients”), which are assisting the Company (or may assist the Company in the future) with the implementation, administration, and management of the Plan.

Awardee understands that the Data Recipients are located in the United States, and that the United States may have different data privacy laws and protections than Awardee’s country. Awardee understands that, if Awardee resides outside the United States, Awardee may request a list with the names and addresses of Data Recipients by contacting in writing Awardee’s local human resources representative. Awardee authorizes the Data Recipients to receive, possess, use, retain and transfer Data, in electronic or other form, for the purposes of implementing, administering, and managing Awardee’s participation in the Plan. Awardee understands that Data will be held only as long as is necessary to implement, administer and manage Awardee’s participation in the Plan.

Awardee understands that, if Awardee resides outside the United States, Awardee may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data to make the information contained therein factually accurate, or refuse or withdraw the consents herein, in any case without cost, by contacting in writing Awardee’s local human resources representative.

Further, Awardee understands that Awardee is providing the consents herein on a purely voluntary basis. If Awardee does not consent, or if Awardee later seeks to revoke the consents, Awardee’s employment with the Employer will not be affected; the only consequence of refusing or withdrawing the consents is that the Company would not be able to grant Restricted Stock Units or other equity awards to Awardee or administer or maintain such awards. Therefore, Awardee understands that refusing or withdrawing the consents may affect Awardee’s ability to participate in the Plan. For more information on the consequences of Awardee’s refusal to consent or withdrawal of consent, Awardee understands that Awardee may contact in writing Awardee’s local human resources representative.

Upon request of the Company or the Employer, Awardee agrees to provide a separate executed data privacy consent form (or any other agreements or consents that may be required by the Company and/or the Employer) that the Company and/or the Employer may deem necessary to obtain from Awardee for the purpose of administering Awardee’s participation in the Plan in compliance with the data privacy laws in Awardee’s country, either now or in the future. Awardee understands and agrees that Awardee will not be able to participate in the Plan if Awardee fails to provide any such consent or agreement requested by the Company and/or the Employer.

 

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9.    Nature of Grant. In accepting the Restricted Stock Units, Awardee expressly acknowledges, understands and agrees to the following:

(a)    the Plan is established voluntarily by the Company, it is discretionary in nature, and may be terminated by the Company at any time, except as otherwise set forth in the Plan;

(b)    the grant of the Restricted Stock Units is voluntary, exceptional and occasional and does not create any contractual or other right to receive future grants of Restricted Stock Units, or benefits in lieu of Restricted Stock Units, even if Restricted Stock Units or other awards have been granted in the past;

(c)    all decisions with respect to future Restricted Stock Unit grants, if any, will be at the sole discretion of the Company;

(d)    this Award Agreement does not confer upon Awardee any rights with respect to continuation of employment by the Employer and shall not interfere with the ability of the Employer to terminate Awardee’s employment or service relationship (if any) at any time;

(e)    the Restricted Stock Unit grant and Awardee’s participation in the Plan will not be interpreted to form an employment or service contract or relationship with the Company or any Affiliate;

(f)    the future value of the underlying shares of Stock is unknown, indeterminable and cannot be predicted with certainty;

(g)    Awardee is voluntarily participating in the Plan;

(h)    the Restricted Stock Units and the underlying shares of Stock, and the income from and value of same, are not intended to replace any pension rights or compensation;

(i)    the Restricted Stock Units and the underlying shares of Stock, and the income from and value of same, are not part of normal or expected compensation or salary for purposes of, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments;

(j)    unless otherwise agreed with the Company, the Restricted Stock Units and the underlying shares of Stock, and the income from and value of same, are not granted as consideration for, or in connection with, the service Awardee may provide as a director of any Affiliate;

(k)    no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Stock Units resulting from termination of Awardee’s employment or service (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where Awardee is employed or the terms of Awardee’s employment or other service agreement, if any);

 

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(l)     unless otherwise provided in the Plan or by the Company in its discretion, the Restricted Stock Units and the benefits evidenced by this Award Agreement do not create any entitlement to have the Restricted Stock Units or any such benefits transferred to, or assumed by, another company nor be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Stock; and

(m)     if Awardee resides outside the U.S.:

(i)     the Restricted Stock Units and the underlying shares of Stock, and the income from and value of same, are not part of normal or expected compensation or salary for any purpose; and

(ii)    neither the Company, the Employer nor any other Affiliate shall be liable for any foreign exchange rate fluctuation between Awardee’s local currency and the United States Dollar that may affect the value of the Award or any amounts due to Awardee pursuant to the settlement of the Award, the subsequent sale of any shares of Stock acquired under the Plan or the receipt of any dividends or Dividend Equivalent Rights.

10.    Miscellaneous.

(a)    Notice hereunder shall be given to the Company at its principal place of business, and shall be given to Awardee at the last address on record at the Employer, or in either case at such other address as one party may subsequently furnish to the other party in writing or such other form as may be specified by the Company.

(b)    The Committee may amend the terms of this Award Agreement, prospectively or retroactively, provided that this Award Agreement as amended is consistent with the terms of the Plan, but no such amendment shall impair Awardee’s rights under this Award Agreement without Awardee’s consent, subject to Section 15 of this Award Agreement.

(c)    This Award Agreement shall be binding upon and inure to the benefit of any successor or assign of the Company and any executor, administrator, trustee, guardian or other legal representative of Awardee.

(d)    This Award Agreement may be executed in one or more counterparts, all of which together shall constitute one instrument. Other than as specifically stated herein or as otherwise set forth in any employment, change in control or other service agreement, contract or arrangement to which Awardee is a party which specifically refers to the Restricted Stock Units or to the treatment of share-based awards held by Awardee generally, this Award Agreement and the Plan together constitute the entire agreement between the parties relative to the subject matter hereof, and supersede all proposals written, oral or electronic relating to the subject matter hereof; provided, however, that to the extent inconsistent with the terms hereof, any employment, change in control or other service agreement, contract or arrangement between the Company or any Affiliate and Awardee shall take precedence and supersede the terms hereof.

 

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(e)    The Awardee acknowledges that he or she has received and read the Plan.

11.    Electronic Delivery and Acceptance. The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. Awardee hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.

12.    Language. Awardee acknowledges that he or she is proficient in the English language or has had an opportunity to consult with an advisor proficient in the English language, and understands the content of this Award Agreement and other Plan-related materials. If Awardee has received this Award Agreement or any other document related to the Plan translated into a language other than English and if the meaning of the translated version is different than the English version, the English version will control.

13.    Governing Law and Venue. The Restricted Stock Units and this Award Agreement shall be construed and enforced in accordance with the laws of the State of Delaware, without regard to the conflict of laws principles thereof. For purposes of litigating any dispute that arises under this Award or this Award Agreement, the parties hereby submit to and consent to the exclusive jurisdiction of the State of Florida and agree that such litigation shall be conducted exclusively in the courts of Broward County, Florida, or the federal courts for the United States for the Southern District of Florida, where this Award is made and/or to be performed.

14.    Appendix. Notwithstanding any provisions in the Global Restricted Stock Unit Agreement, the Restricted Stock Units shall be subject to any additional terms and conditions set forth in any Appendix to the Global Restricted Stock Unit Agreement for Awardee’s country. Moreover, if Awardee relocates to one of the countries included in the Appendix, the additional terms and conditions for such country will apply to Awardee, to the extent the Company determines that the application of such terms and conditions is necessary or advisable for legal or administrative reasons. The Appendix constitutes part of this Award Agreement.

15.    Imposition of Other Requirements. The Company reserves the right to impose other requirements on Awardees participation in the Plan, on the Restricted Stock Units and on any shares of Stock acquired under the Plan, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require Awardee to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.

16.    Severability. The provisions of this Award Agreement are severable and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.

17.    Insider Trading Restrictions/Market Abuse Laws. Awardee acknowledges that, depending on Awardee’s country or broker’s country, or the country in which Stock is listed, Awardee may be subject to insider trading restrictions and/or market abuse laws in applicable jurisdictions, which may affect his or her ability to accept, acquire, sell or attempt to sell, or otherwise dispose of the shares of Stock, rights to shares of Stock (e.g., Restricted Stock Units) or

 

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rights linked to the value of Stock, during such times as Awardee is considered to have “inside information” regarding the Company (as defined by the laws or regulations in applicable jurisdictions, including the United States and Awardee’s country). Local insider trading laws and regulations may prohibit the cancellation or amendment of orders Awardee placed before possessing inside information. Furthermore, Awardee may be prohibited from (i) disclosing insider information to any third party, including fellow employees (other than on a “need to know” basis) and (ii) “tipping” third parties or causing them to otherwise buy or sell Company securities. Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company insider trading policy. Awardee acknowledges that it is Awardee’s responsibility to comply with any applicable restrictions, and Awardee should speak to his or her personal advisor on this matter.

18.    Foreign Asset/Account Reporting Requirements. Awardee acknowledges that there may be certain foreign asset and/or account reporting requirements which may affect Awardee’s ability to acquire or hold shares of Stock acquired under the Plan (or cash received from participating in the Plan) in a brokerage or bank account outside of Awardee’s country. Awardee may be required to report such accounts, assets or transactions to the tax or other authorities in his or her country. Awardee may also be required to repatriate sale proceeds or other funds received as a result of participating in the Plan to Awardee’s country through a designated bank or broker within a certain time after receipt. Awardee acknowledges that it is his or her responsibility to be compliant with such regulations and Awardee should speak to his or her personal advisor on this matter.

19.    Waiver. Awardee acknowledges that a waiver by the Company of breach of any provision of this Award Agreement shall not operate or be construed as a waiver of any other provision of this Award Agreement, or of any subsequent breach by Awardee or any other awardee.

By electronically accepting this Award Agreement and participating in the Plan, Awardee agrees to be bound by the terms and conditions in the Plan and this Award Agreement, including the Appendix. Within six months of the Award Date, if Awardee has not electronically accepted this Award Agreement on Fidelity’s website (or the website of any other stock plan service provider appointed by the Company), then this Award shall automatically be deemed accepted, and Awardee shall be bound by the terms and conditions in the Plan and this Award Agreement, including the Appendix.

 

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