Amended and Restated 2000 Stock Incentive Plan of Net6 Inc.



 Exhibit 10.6 
  
 AMENDED AND RESTATED 
 2000 STOCK INCENTIVE PLAN OF NET6, INC. 
 a subsidiary of Citrix Systems,
Inc. 
  
 This AMENDED AND RESTATED 2000 STOCK
INCENTIVE PLAN OF NET6, INC. (a subsidiary of Citrix Systems, Inc.) (the “Plan”) is hereby established by WebUnwired, Inc., a Delaware corporation and predecessor to Net6, Inc. (the “Company”), and adopted by its Board of
Directors as of the 25th day of October, 2000 (the “Effective Date”). 
  
  
 ARTICLE 1 
  
 PURPOSES OF THE PLAN 
  
 1.1 Purposes. The purposes of the Plan are (a) to enhance the Company’s ability to attract and retain the services of
qualified employees, officers and directors (including non-employee officers and directors), and consultants and other service providers upon whose judgment, initiative and efforts the successful conduct and development of the Company’s
business largely depends, and (b) to provide additional incentives to such persons or entities to devote their utmost effort and skill to the advancement and betterment of the Company, by providing them an opportunity to participate in the
ownership of the Company and thereby have an interest in the success and increased value of the Company. 
  
  
 ARTICLE 2 
  
 DEFINITIONS 
  
 For purposes of this Plan, the following terms shall have the meanings indicated: 
  
 2.1 Administrator. “Administrator” means the
Board or, if the Board delegates responsibility for any matter to the Committee, the term Administrator shall mean the Committee. 
  
 2.2 Affiliated Company. “Affiliated Company” means any “parent corporation” or “subsidiary corporation”
of the Company, whether now existing or hereafter created or acquired, as those terms are defined in Sections 424(e) and 424(f) of the Code, respectively. 
  
 2.3 Board. “Board” means the Board of Directors of the Company. 
  
 2.4 Cause. “Cause” means, with respect to a
Participant’s Continuous Service, the termination by the Company of such Continuous Service for any of the following reasons: 
  
 (a) The continued, unreasonable refusal or omission by the Participant to perform any material duties required of him by the Company
if such duties are consistent with duties customary for the position held with the Company; 
  
 (b) Any material act or omission by the Participant involving malfeasance or gross negligence in the performance of Participant’s duties to, or material deviation from any of the policies or
directives of, the Company; 







 (c) Conduct on the part of Participant which constitutes the breach of any statutory
or common law duty of loyalty to the Company; or 
  
 (d) Any illegal act by Participant which materially and adversely affects the business of the Company or any felony committed by Participant, as evidenced by conviction thereof, provided that the Company may suspend Participant with
pay while any allegation of such illegal or felonious act is investigated. 
  
 2.5 Change in Control. “Change in Control” shall mean (i) the acquisition, directly or indirectly, by any person or group (within the meaning of Section 13(d)(3) of the
Securities Exchange Act of 1934, as amended) of the beneficial ownership of securities of the Company possessing more than fifty percent (50%) of the total combined voting power of all outstanding securities of the Company; (ii) a merger
or consolidation in which the Company is not the surviving entity, except for a transaction the principal purpose of which is to change the state in which the Company is incorporated; (iii) the sale, transfer or other disposition of all or
substantially all of the assets of the Company; (iv) a complete liquidation or dissolution of the Company; or (v) any reverse merger in which the Company is the surviving entity but in which securities possessing more than fifty percent
(50%) of the total combined voting power of the Company’s outstanding securities are transferred to a person or persons different from the persons holding those securities immediately prior to such merger. 
  
 2.6 Code. “Code” means the Internal Revenue
Code of 1986, as amended from time to time. 
  
 2.7 Committee. “Committee” means a committee of two or more members of the Board appointed to administer the Plan, as set forth in Section 7.1 hereof. 
  
 2.8 Common Stock. “Common Stock” means the Common Stock, $.001 par value of the Company,
subject to adjustment pursuant to Section 4.2 hereof. 
  
 2.9 Continuous Service. “Continuous Service” means (i) employment by either the Company or any Affiliated Company, or by a corporation or a parent or subsidiary of a corporation issuing or assuming a stock option in a
transaction to which Section 424(a) of the Code applies, which is uninterrupted except for vacations, illness (except for permanent disability, as defined in Section 22(e)(3) of the Code), or leaves of absence which are approved in writing
by the Company or any of such other employer corporations, if applicable, (ii) service as a member of the Board of Directors of the Company or an Affiliated Company until Participant resigns, is removed from office, or Participant’s term
of office expires and he or she is not reelected, or (iii) so long as Participant is engaged as a consultant or service provider to the Company or other corporation referred to in clause (i) above. For purposes of this Section 2.9,
the determination of which entity constitutes a parent or subsidiary corporation of the Company, or an Affiliated Company, shall be made at the time of the determination of Continuous Service. 
  
 2.10 Disability. “Disability” means permanent
and total disability as defined in Section 22(e)(3) of the Code. The Administrator’s determination of a Disability or the absence thereof shall be conclusive and binding on all interested parties. 
  
 2.11 Effective Date. “Effective Date” means the
date on which the Plan is adopted by the Board, as set forth on the first page hereof. 
  

 B-2 








 2.12 Exercise Price. “Exercise Price” means the purchase price per share of
Common Stock payable upon exercise of an Option. 
  
 2.13 Fair Market Value. “Fair Market Value” on any given date means the value of one share of Common Stock, determined as follows: 
  
 (a) If the Common Stock is then listed or admitted to trading on a Nasdaq market system or a stock exchange which reports closing sale
prices, the Fair Market Value shall be the closing sale price on the date of valuation on such Nasdaq market system or principal stock exchange on which the Common Stock is then listed or admitted to trading, or, if no closing sale price is quoted
on such day, then the Fair Market Value shall be the closing sale price of the Common Stock on such Nasdaq market system or such exchange on the next preceding day on which a closing sale price is quoted. 
  
 (b) If the Common Stock is not then listed or admitted to
trading on a Nasdaq market system or a stock exchange which reports closing sale prices, the Fair Market Value shall be the average of the closing bid and asked prices of the Common Stock in the over-the-counter market on the date of valuation.

  
 (c) If neither (a) nor (b) is
applicable as of the date of valuation, then the Fair Market Value shall be determined by the Administrator in good faith using any reasonable method of evaluation, which determination shall be conclusive and binding on all interested parties.

  
 2.14 Good Reason. “Good Reason”
means with respect to a Participant’s voluntary termination of Continuous Service if such termination is the result of any of the following: 
  
 (a) A reduction in the amount of his base compensation pay in effect at the time of a Change in Control; 
  
 (b) The taking of any action by the Company that would
substantially diminish the aggregate value of the benefits provided the Participant under the Participant’s medical, health, accident, disability insurance, life insurance, thrift and retirement plans in which he was participating on the date
of a Change in Control, other than any such reduction which is (i) required by law, (ii) implemented in connection with a general concessionary arrangement affecting all employees or affecting the group of employees (of which the
Participant is a member) or (iii) generally applicable to all beneficiaries of such plans; 
  
 (c) A reduction in duties and responsibilities which results in the Participant no longer having duties customary for the position
held with the Company at the time of a Change in Control; or 
  
 (d) The Company materially breaches any provision of the Participant’s Stock Option Agreement or Stock Purchase Agreement. 
  
 2.15 Incentive Option. “Incentive Option” means any Option designated and qualified as an
“incentive stock option” as defined in Section 422 of the Code. 
  
 2.16 Incentive Option Agreement. “Incentive Option Agreement” means an Option Agreement with respect to an Incentive Option. 
  
 2.17 [Reserved.] 
  

 B-3 








 2.18 Nonqualified Option. “Nonqualified Option” means any Option that is
not an Incentive Option. To the extent that any Option designated as an Incentive Option fails in whole or in part to qualify as an Incentive Option, including, without limitation, for failure to meet the limitations applicable to a 10% Shareholder
or because it exceeds the annual limit provided for in Section 5.6 below, it shall to that extent constitute a Nonqualified Option. 
  
 2.19 Nonqualified Option Agreement. “Nonqualified Option Agreement” means an Option Agreement with respect to a Nonqualified
Option. 
  
 2.20 Offeree. “Offeree”
means a Participant to whom a Right to Purchase has been offered or who has acquired Restricted Stock under the Plan. 
  
 2.21 Option. “Option” means any option to purchase Common Stock granted pursuant to the Plan. 
  
 2.22 Option Agreement. “Option Agreement” means
the written agreement entered into between the Company and the Optionee with respect to an Option granted under the Plan. 
  
 2.23 Optionee. “Optionee” means a Participant who holds an Option. 
  
 2.24 Participant. “Participant” means an
individual or entity who holds an Option, a Right to Purchase or Restricted Stock under the Plan. 
  
 2.25 Purchase Price. “Purchase Price” means the purchase price per share of Restricted Stock payable upon acceptance of a
Right to Purchase. 
  
 2.26 Restricted Stock.
“Restricted Stock” means shares of Common Stock issued pursuant to Article 6 hereof, subject to any restrictions and conditions as are established pursuant to such Article 6. 
  
 2.27 Right to Purchase. “Right to Purchase” means a right to purchase Restricted Stock granted
to an Offeree pursuant to Article 6 hereof. 
  
 2.28 Service Provider. “Service Provider” means a consultant or other person or entity who provides services to the Company or an Affiliated Company and who the Administrator authorizes to become a Participant in the Plan.

  
 2.29 Stock Purchase Agreement. “Stock
Purchase Agreement” means the written agreement entered into between the Company and the Offeree with respect to a Right to Purchase offered under the Plan. 
  
 2.30 10% Shareholder. “10% Shareholder” means a person who, as of a relevant date, owns or is
deemed to own (by reason of the attribution rules applicable under Section 424(d) of the Code) stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or of an Affiliated Company. 
  

 B-4 








 ARTICLE 3 
  
 ELIGIBILITY 
  
 3.1 Incentive Options. Officers and other key employees of the Company or of an Affiliated Company (including members of the Board if
they are employees of the Company or of an Affiliated Company) are eligible to receive Incentive Options under the Plan. 
  
 3.2 Nonqualified Options and Rights to Purchase. Officers and other key employees of the Company or of an Affiliated Company, members
of the Board (whether or not employed by the Company or an Affiliated Company), and Service Providers are eligible to receive Nonqualified Options or Rights to Purchase under the Plan. 
  
 3.3 Limitation on Shares. In no event shall any Participant be granted Rights to Purchase or Options in
any one calendar year pursuant to which the aggregate number of shares of Common Stock that may be acquired thereunder exceeds 37,300 shares. 
  
  
 ARTICLE 4 
  
 PLAN SHARES 
  
 4.1 Shares Subject to the Plan. A total of 167,850 shares
of Common Stock may be issued under the Plan, subject to adjustment as to the number and kind of shares pursuant to Section 4.2 hereof. For purposes of this limitation, in the event that (a) all or any portion of any Option or Right to
Purchase granted or offered under the Plan can no longer under any circumstances be exercised, or (b) any shares of Common Stock are reacquired by the Company pursuant to an Incentive Option Agreement, Nonqualified Option Agreement or Stock
Purchase Agreement, the shares of Common Stock allocable to the unexercised portion of such Option or such Right to Purchase, or the shares so reacquired, shall again be available for grant or issuance under the Plan. 
  
 4.2 Changes in Capital Structure. In the event that the
outstanding shares of Common Stock are hereafter increased or decreased or changed into or exchanged for a different number or kind of shares or other securities of the Company by reason of a recapitalization, stock split, combination of shares,
reclassification, stock dividend, or other similar change in the capital structure of the Company, then appropriate adjustments shall be made by the Administrator to the aggregate number and kind of shares subject to this Plan, and the number and
kind of shares and the price per share subject to outstanding Option Agreements, Rights to Purchase and Stock Purchase Agreements in order to preserve, as nearly as practical, but not to increase, the benefits to Participants. 
  
  
 ARTICLE 5 
  
 OPTIONS 
  
 5.1 Option Agreement. Each Option granted pursuant to this Plan shall be evidenced by an Option Agreement which shall specify the number of shares subject thereto, the Exercise Price per share, and
whether the Option is an Incentive Option or Nonqualified Option. As soon as is practical following the grant of an Option, an Option Agreement shall be duly executed and delivered by or on behalf of the Company to the Optionee to whom such Option
was granted. Each Option Agreement shall be in such form and contain such additional terms and conditions, not inconsistent with the provisions of this Plan, as the Administrator shall, from time to time, deem desirable, including, without
limitation, the imposition of any rights of first refusal and resale obligations upon any shares of Common Stock acquired pursuant to an Option Agreement. Each Option Agreement may be different from each other Option Agreement. 
  

 B-5 








 5.2 Exercise Price. The Exercise Price per share of Common Stock covered by each
Option shall be determined by the Administrator, subject to the following: (a) the Exercise Price of an Incentive Option shall not be less than 100% of Fair Market Value on the date the Incentive Option is granted, (b) the Exercise Price
of a Nonqualified Option shall not be less than 85% of Fair Market Value on the date the Nonqualified Option is granted, and (c) if the person to whom an Incentive Option is granted is a 10% Shareholder on the date of grant, the Exercise Price
shall not be less than 110% of Fair Market Value on the date the Option is granted. 
  
 5.3 Payment of Exercise Price. Payment of the Exercise Price shall be made upon exercise of an Option and may be made, in the discretion of the Administrator, subject to any legal restrictions, by:
(a) cash; (b) check; or (c) any combination of the foregoing methods of payment. 
  
 5.4 Term and Termination of Options. The term and termination of each Option shall be as fixed by the Administrator, but no Option may
be exercisable more than ten (10) years after the date it is granted. An Incentive Option granted to a person who is a 10% Shareholder on the date of grant shall not be exercisable more than five (5) years after the date it is granted.

  
 5.5 Vesting and Exercise of Options. Each
Option shall vest and be exercisable in one or more installments at such time or times and subject to such conditions, including without limitation the achievement of specified performance goals or objectives, as shall be determined by the
Administrator. 
  
 5.6 Annual Limit on Incentive
Options. To the extent required for “incentive stock option” treatment under Section 422 of the Code, the aggregate Fair Market Value (determined as of the time of grant) of the Common Stock shall not, with respect to which
Incentive Options granted under this Plan and any other plan of the Company or any Affiliated Company become exercisable for the first time by an Optionee during any calendar year, exceed $100,000. 
  
 5.7 Limited Transferability. Except as otherwise provided
in this Section 5.7, the Options shall neither be transferable nor assignable by the Optionee. The Option may be transferred or assigned in the following manner, without the consent of the Company or the Administrator: (1) by Will or the
laws of descent and distribution following the Optionee’s death; (2) to a charitable organization described in Internal Revenue Code Section 170(c); (3) to an irrevocable trust created by the Optionee qualifying as a grantor
retained annuity trust under the terms of Internal Revenue Code Section 2702; (4) to a revocable or irrevocable trust from the benefit of such Optionee and/or such Optionee’s spouse or issue, or a partnership, limited liability
company or corporation, a majority of the interests in which are owned by such persons; and (5) to the Optionee’s issue including, but not limited to, the children or grandchildren of the Optionee, or an irrevocable trust created for the
benefit of such issue. In each of the permitted transfers provided in this Section 5.7, only the permitted transferee may exercise such Option, without the consent of the Company or the Administrator. If the Option is designated as an Incentive
Stock Option, the Option is instead only transferable as provided under the Code. 
  
 5.8 Rights as Shareholder. An Optionee or permitted transferee of an Option shall have no rights or privileges as a shareholder with respect to any shares covered by an Option until such Option has
been duly exercised and certificates representing shares purchased upon such exercise have been issued to such person. 
  

 B-6 








 5.9 Company’s Repurchase Right. In the event of termination of a
Participant’s Continuous Service for any reason whatsoever (including death or disability), the Option Agreement may provide, in the discretion of the Administrator, that the Company, or its assignee, shall have the right, exercisable at the
discretion of the Administrator, to repurchase shares of Common Stock acquired pursuant to the exercise of an Option at any time prior to the consummation of the Company’s initial public offering of securities in an offering registered under
the Securities Act of 1933, as amended, and at the price equal to the Fair Market Value per share of Common Stock as of the date of termination of Optionee’s employment. The repurchase right provided in this Section 5.9 shall terminate and
be of no further force or effect following the consummation of an underwritten public offering of the Company’s Common Stock. 
  
 In any event, the right to repurchase must be exercised within twelve (12) months of the termination of Participant’s Continuous
Service (or in the case of Common Stock issued upon exercise of Options after the date of termination, within twelve (12) months after the date of the exercise) and may be paid by the Company, or its assignee, by cash, check, or cancellation of
indebtedness within thirty (30) days of the exercise of the right to repurchase. 
  
 5.10 Restrictions on Underlying Shares of Common Stock. Shares of Common Stock issued pursuant to the exercise of an Option may not be sold, assigned, transferred, pledged or otherwise encumbered
or disposed of except as specifically provided in the Option Agreement. 
  
  
 ARTICLE 6 
  
 RIGHTS TO PURCHASE 
  
 6.1 Nature of Right to Purchase. A Right to Purchase granted to an Offeree entitles the Offeree to purchase, for a Purchase Price
determined by the Administrator, shares of Common Stock subject to such terms, restrictions and conditions as the Administrator may determine at the time of grant (“Restricted Stock”). Such conditions may include, but are not limited to,
continued employment or the achievement of specified performance goals or objectives. 
  
 6.2 Acceptance of Right to Purchase. An Offeree shall have no rights with respect to the Restricted Stock subject to a Right to Purchase unless the Offeree shall have accepted the Right to Purchase
within ten (10) days (or such longer or shorter period as the Administrator may specify) following the grant of the Right to Purchase by making payment of the full Purchase Price to the Company in the manner set forth in Section 6.3 hereof
and by executing and delivering to the Company a Stock Purchase Agreement. Each Stock Purchase Agreement shall be in such form, and shall set forth the Purchase Price and such other terms, conditions and restrictions of the Restricted Stock, not
inconsistent with the provisions of this Plan, as the Administrator shall, from time to time, deem desirable. Each Stock Purchase Agreement may be different from each other Stock Purchase Agreement. 
  
 6.3 Payment of Purchase Price. Subject to any legal
restrictions, payment of the Purchase Price upon acceptance of a Right to Purchase Restricted Stock may be made, in the discretion of the Administrator, by: (a) cash; (b) check; (c) the surrender of shares of Common Stock owned by the
Offeree other than shares acquired pursuant to the exercise of an option or purchased pursuant to a Right to Purchase less than six (6) months prior to the exercise, which surrendered shares shall be valued at Fair Market Value as of the date
of such exercise; (d) the Offeree’s promissory note in a form and on terms acceptable to the Administrator; (e) the cancellation of indebtedness of the Company to the Offeree; (f) the waiver of compensation due or accrued to the
Offeree for services rendered; or (g) any combination of the foregoing methods of payment or any other consideration or method of payment as shall be permitted by applicable corporate law. 
  

 B-7 








 6.4 Rights as a Shareholder. Upon complying with the provisions of Section 6.2
hereof, an Offeree shall have the rights of a shareholder with respect to the Restricted Stock purchased pursuant to the Right to Purchase, including voting and dividend rights, subject to the terms, restrictions and conditions as are set forth in
the Stock Purchase Agreement. Unless the Administrator shall determine otherwise, certificates evidencing shares of Restricted Stock shall remain in the possession of the Company in accordance with the terms of the Stock Purchase Agreement.

  
 6.5 Restrictions. Shares of Restricted
Stock may not be sold, assigned, transferred, pledged or otherwise encumbered or disposed of except as specifically provided in the Stock Purchase Agreement or by the Administrator. In the event of termination of a Participant’s employment,
service as a director of the Company or Service Provider status for any reason whatsoever (including death or disability), the Stock Purchase Agreement may provide, in the discretion of the Administrator, that the Company shall have the right,
exercisable at the discretion of the Administrator, to repurchase (i) at the original Purchase Price, any shares of Restricted Stock which have not vested as of the date of termination, and (ii) at Fair Market Value, any shares of
Restricted Stock which have vested as of such date, on such terms as may be provided in the Stock Purchase Agreement. 
  
 6.6 Vesting of Restricted Stock. The Stock Purchase Agreement shall specify the date or dates, the performance goals or objectives
which must be achieved, and any other conditions on which the Restricted Stock may vest. 
  
 6.7 Dividends. If payment for shares of Restricted Stock is made by promissory note, any cash dividends paid with respect to the Restricted Stock may be applied, in the discretion of the
Administrator, to repayment of such note. 
  
 6.8
Nonassignability of Rights. No Right to Purchase shall be assignable or transferable except by will or the laws of descent and distribution or as otherwise provided by the Administrator. 
  
  
 ARTICLE 7 
  
 ADMINISTRATION OF THE PLAN 
  
 7.1 Administrator. Authority to control and manage the operation and administration of the Plan shall be vested in the Board, which may delegate such responsibilities in whole or in part to a
committee consisting of two (2) or more members of the Board (the “Committee”). Members of the Committee may be appointed from time to time by, and shall serve at the pleasure of, the Board. As used herein, the term
“Administrator” means the Board or, with respect to any matter as to which responsibility has been delegated to the Committee, the term Administrator shall mean the Committee. 
  

 B-8 








 7.2 Powers of the Administrator. In addition to any other powers or authority
conferred upon the Administrator elsewhere in the Plan or by law, the Administrator shall have full power and authority: (a) to determine the persons to whom, and the time or times at which, Incentive Options or Nonqualified Options shall be
granted and Rights to Purchase shall be offered, the number of shares to be represented by each Option and Right to Purchase and the consideration to be received by the Company upon the exercise thereof; (b) to interpret the Plan; (c) to
create, amend or rescind rules and regulations relating to the Plan; (d) to determine the terms, conditions and restrictions contained in, and the form of, Option Agreements and Stock Purchase Agreements; (e) to determine the identity or
capacity of any persons who may be entitled to exercise a Participant’s rights under any Option or Right to Purchase under the Plan; (f) to correct any defect or supply any omission or reconcile any inconsistency in the Plan or in any
Option Agreement or Stock Purchase Agreement; (g) to accelerate the vesting of any Option or release or waive any repurchase rights of the Company with respect to Restricted Stock; (h) to extend the exercise date of any Option or
acceptance date of any Right to Purchase; (i) to provide for rights of first refusal and/or repurchase rights; (j) to amend outstanding Option Agreements and Stock Purchase Agreements to provide for, among other things, any change or
modification which the Administrator could have provided for upon the grant of an Option or Right to Purchase or in furtherance of the powers provided for herein; and (k) to make all other determinations necessary or advisable for the
administration of the Plan, but only to the extent not contrary to the express provisions of the Plan. Any action, decision, interpretation or determination made in good faith by the Administrator in the exercise of its authority conferred upon it
under the Plan shall be final and binding on the Company and all Participants. 
  
 7.3 Limitation on Liability. No employee of the Company or member of the Board or Committee shall be subject to any liability with respect to duties under the Plan unless the person acts
fraudulently or in bad faith. To the extent permitted by law, the Company shall indemnify each member of the Board or Committee, and any employee of the Company with duties under the Plan, who was or is a party, or is threatened to be made a party,
to any threatened, pending or completed proceeding, whether civil, criminal, administrative or investigative, by reason of such person’s conduct in the performance of duties under the Plan. 
  
  
 ARTICLE 8 
  
 CHANGE IN CONTROL 
  
 8.1 Change in Control. In order to preserve a Participant’s rights in the event of a Change in Control of the Company, (i) the time period relating to the exercise or realization of all
outstanding Options, Rights to Purchase and Restricted Stock held by Participants who have been engaged in Continuous Service for at least one year on the date of the Change in Control shall automatically accelerate immediately prior to the
consummation of such Change in Control, if the Administrator does not take the action described in subitem (C) of this Section 8.1, and if such action is taken, such automatic acceleration shall then occur if within twelve (12) months
of the consummation of a Change in Control a Participant’s Continuous Service is terminated without Cause or pursuant to the Participant’s voluntary termination for Good Reason and such Participant has been engaged in Continuous Service
for at least one (1) year on the date of such termination of the Continuous Service, and (ii) with respect to Options and Rights to Purchase, the Administrator in its discretion may, at any time an Option or Right to Purchase is granted,
or at any time thereafter, take one or more of the following actions: (A) provide for the purchase or exchange of each Option or Right to Purchase for an amount of cash or other property having a value equal to the difference, or spread,
between (x) the value of the cash or other property that the Participant would have received pursuant to such Change in Control transaction in exchange for the shares issuable upon exercise of the Option or Right to Purchase had the Option or
Right to Purchase been exercised immediately prior to such Change in Control transaction and (y) the Exercise Price of such Option or the Purchase Price under such Right to Purchase, (B) adjust the terms of the Options and Rights to
Purchase in a manner determined by the Administrator to reflect the Change in Control, (C) cause the Options and Rights to Purchase to be assumed, or new rights substituted therefor, by another entity, through the continuance of the Plan and
the assumption of outstanding Options and Rights to Purchase, or the substitution for such Options and Rights to Purchase of new options and new rights to purchase of comparable value covering shares of a successor corporation, with appropriate
adjustments as to the number and kind of shares and Exercise Prices, in which event the Plan and such Options and Rights to Purchase, or the new options and rights to purchase substituted therefor, shall continue in the manner and under the terms so
provided, or (D) make such other provision as the Administrator may consider equitable. If the Administrator does not take any of the forgoing actions, all Options and Rights to Purchase shall terminate upon the consummation of the Change in
Control and the Administrator shall cause written notice of the proposed transaction to be given to all Participants not less than fifteen (15) days prior to the anticipated effective date of the proposed transaction. 
  

 B-9 








 ARTICLE 9 
  
 AMENDMENT AND TERMINATION OF THE PLAN 
  
 9.1 Amendments. The Board may from time to time alter, amend, suspend or terminate the Plan in such
respects as the Board may deem advisable. No such alteration, amendment, suspension or termination shall be made which shall substantially affect or impair the rights of any Participant under an outstanding Option Agreement or Stock Purchase
Agreement without such Participant’s consent. The Board may alter or amend the Plan to comply with requirements under the Code relating to Incentive Options or other types of options which give Optionee more favorable tax treatment than that
applicable to Options granted under this Plan as of the date of its adoption. Upon any such alteration or amendment, any outstanding Option granted hereunder may, if the Administrator so determines and if permitted by applicable law, be subject to
the more favorable tax treatment afforded to an Optionee pursuant to such terms and conditions. Notwithstanding the foregoing, the Board may not at any time amend, or waive the terms of, Section 11.5 hereof without the prior affirmative vote of
a majority of the shares of stock of Citrix Systems, Inc. (“Citrix”) present at a stockholders’ meeting in person or by proxy and entitled to vote thereon. 
  

 9.2 Plan Termination. Unless the Plan shall theretofore have been terminated, the Plan shall terminate on the tenth
(10th) anniversary of the Effective Date and no Options or Rights to Purchase may be granted under the Plan thereafter, but Option Agreements, Stock Purchase Agreements and Rights to Purchase then outstanding shall continue in effect in
accordance with their respective terms. 
  

 B-10 








 ARTICLE 10 
  
 TAX WITHHOLDING 
  

10.1 Withholding. The Company shall have the power to withhold, or require a Participant to remit to the Company, an amount
sufficient to satisfy any applicable Federal, state, and local tax withholding requirements with respect to any Options exercised or Restricted Stock issued under the Plan. To the extent permissible under applicable tax, securities and other laws,
the Administrator may, in its sole discretion and upon such terms and conditions as it may deem appropriate, permit a Participant to satisfy his or her obligation to pay any such tax, in whole or in part, up to an amount determined on the basis of
the highest marginal tax rate applicable to such Participant, by (a) directing the Company to apply shares of Common Stock to which the Participant is entitled as a result of the exercise of an Option or as a result of the purchase of or lapse
of restrictions on Restricted Stock or (b) delivering to the Company shares of Common Stock owned by the Participant. The shares of Common Stock so applied or delivered in satisfaction of the Participant’s tax withholding obligation shall
be valued at their Fair Market Value as of the date of measurement of the amount of income subject to withholding. 
  
  
 ARTICLE 11 
  
 MISCELLANEOUS 
  
 11.1 Benefits Not Alienable. Other than as provided
above, benefits under the Plan may not be assigned or alienated, whether voluntarily or involuntarily. Any unauthorized attempt at assignment, transfer, pledge or other disposition shall be without effect. 
  
 11.2 No Enlargement of Employee Rights. This Plan is
strictly a voluntary undertaking on the part of the Company and shall not be deemed to constitute a contract between the Company and any Participant to be consideration for, or an inducement to, or a condition of, the employment of any Participant.
Nothing contained in the Plan shall be deemed to give the right to any Participant to be retained as an employee of the Company or any Affiliated Company or to interfere with the right of the Company or any Affiliated Company to discharge any
Participant at any time. 
  
 11.3 Application of
Funds. The proceeds received by the Company from the sale of Common Stock pursuant to Option Agreements and Stock Purchase Agreements, except as otherwise provided herein, will be used for general corporate purposes. 
  
 11.4 No Further Grants. Upon consummation of the merger
(the “Merger”) of the Company with a wholly-owned subsidiary of Citrix, with the Company surviving as a wholly-owned subsidiary of Citrix, no further or additional grants of Options, Restricted Stock or Rights to Purchase shall be granted
under the Plan. 
  
 11.5 No Repricing of Options,
Restricted Stock or Rights to Purchase. Upon consummation of the Merger, no Options, Restricted Stock or Rights to Purchase granted under the Plan shall be repriced, or terminated and subsequently regranted, at a lower exercise price per share
than that applicable to the original grant (as adjusted pursuant to the Agreement and Plan of Merger by and among the Company, a wholly-owned subsidiary of Citrix and Citrix) without the prior affirmative vote of a majority of the shares of stock of
Citrix present at a stockholders’ meeting in person or by proxy and entitled to vote thereon. 
  

 B-11