2000 Director and Officer Stock Option and Incentive Plan



 Exhibit 10.5 
  
 CITRIX SYSTEMS , INC . 
  
 2000 DIRECTOR AND
OFFICER STOCK OPTION AND INCENTIVE PLAN 
 INCENTIVE STOCK OPTION AGREEMENT 
  
 Citrix Systems, Inc. (the “Company”) hereby grants the following stock option pursuant to its 2000 Director and Officer
Stock Option and Incentive Plan. The terms and conditions attached hereto are also a part hereof. 
  
 Name of Employee (the “Employee”): 
 Date of this option grant: 
 Number of shares of the Company’s Common

 Stock subject to this option (“Option Shares”): 
 Option exercise price per share: 
 Number, if any, of Option Shares that may be 
 purchased on or after grant date:

 Number of Option Shares subject to vesting schedule: 
 Vesting Start Date: 
  
 Vesting Schedule : 
  

			
	One year from Vesting Start Date:	  	[an additional]                          shares

	Two years from Vesting Start Date:	  	an additional                          shares

	Three years from Vesting Start Date:	  	an additional                          shares

	Four years from Vesting Start Date:	  	all remaining                         
shares
	 Payment alternatives (specify any or all of
 Section 7(a)(i) though (iv):
	  	

Section 7(a) (i) through (iii)
		
	 	  	CITRIX SYSTEMS, INC.


					
	  

	 	 
	Signature of Employee	 	By:	 	  


	  

	 	 	 	Name of Officer:
	Street Address	 	 	 	Title:
			
	  

	 	 	 	 
	City/State/Zip Code	 	 	 	 








 CITRIX SYSTEMS, INC. 
  
 INCENTIVE STOCK OPTION AGREEMENT —
INCORPORATED TERMS AND CONDITIONS 
  
 1. Grant Under Plan. This option is granted pursuant to and is governed by the Company’s 2000 Director and Officer Stock Option
and Incentive Plan (the “Plan”) and, unless the context otherwise requires, terms used herein shall have the same meaning as in the Plan. 
  
 2. Grant as Incentive Stock Option. This option is intended to qualify as an incentive stock option under Section 422 of the
Internal Revenue Code of 1986, as amended, and the regulations thereunder (the “Code”). 
  
 3. Vesting of Option if Employment Continues. The Employee may exercise this option on or after the date of this option grant for the
number of shares of Common Stock, if any, indicated on the cover page hereof. If the Employee has remained continuously employed by the Company through the dates listed on the vesting schedule set forth on the cover page hereof, the Employee may
exercise this option for the additional number of shares of Common Stock set opposite the applicable vesting date. Notwithstanding the foregoing, the Board may, in its discretion, accelerate the date that any installment of this option becomes
exercisable. The foregoing rights are cumulative and (subject to Sections 4 or 5 hereof if the Employee ceases to be employed by the Company) may be exercised only before the date which is ten years from the date of this option grant. 
  
 4. Termination of Employment. 
  
 (a) Termination Other Than for Cause. If
the Employee ceases to be employed by the Company, other than by reason of death or disability as defined in Section 5 or termination for Cause as defined in Section 4(c), no further installments of this option shall become exercisable,
and this option may no longer be exercised after the passage of three months from the Employee’s last day of employment, but in no event later than the scheduled expiration date. For purposes hereof, employment shall not be considered as having
terminated during any leave of absence if such leave of absence has been approved in writing by the Company and if such written approval contractually obligates the Company to continue the employment of the Employee after the approved period of
absence; in the event of such an approved leave of absence, vesting of this option shall be suspended (and the period of the leave of absence shall be added to all vesting dates) unless otherwise provided in the Company’s written approval of
the leave of absence. For purposes hereof, employment shall include a consulting arrangement between the Employee and the Company that immediately follows termination of employment, but only if so stated in a written consulting agreement executed by
the Company that specifically refers to this option. This option shall not be affected by any change of employment within or among the Company and its Subsidiaries so long as the Employee continuously remains an employee of the Company or any
Subsidiary. 







 (b) Termination for Cause. If the employment of the Employee is
terminated for Cause (as defined in Section 4(c)), this option shall may no longer be exercised from and after the Employee’s receipt of written notice of such termination. 
  
 (c) Definition of Cause. “Cause” shall mean conduct involving one or
more of the following: (i) the substantial and continuing failure of the Employee, after notice thereof, to render services to the Company in accordance with the terms or requirements of his or her employment; (ii) disloyalty, gross
negligence, willful misconduct, dishonesty, fraud or breach of fiduciary duty to the Company; (iii) deliberate disregard of the rules or policies of the Company, or breach of an employment or other agreement with the Company, which results in
direct or indirect loss, damage or injury to the Company; (iv) the unauthorized disclosure of any trade secret or confidential information of the Company; or (v) the commission of an act which constitutes unfair competition with the
Company or which induces any customer or supplier to breach a contract with the Company. 
  
 5. Death; Disability. 
  
 (a) Death. If the Employee dies while in the employ of the Company, this option may be exercised, to the extent otherwise exercisable on the date of his or her death, by the Employee’s estate,
personal representative or beneficiary to whom this option has been transferred pursuant to Section 10, only at any time within 180 days after the date of death, but not later than the scheduled expiration date. 
  
 (b) Disability. If the Employee ceases
to be employed by the Company by reason of his or her disability, this option may be exercised, to the extent otherwise exercisable on the date of cessation of employment, only at any time within 180 days after such cessation of employment, but not
later than the scheduled expiration date. For purposes hereof, “disability” means “permanent and total disability” as defined in Section 22(e)(3) of the Code. 
  
 6. Partial Exercise. This option may be exercised in part
at any time and from time to time within the above limits, except that this option may not be exercised for a fraction of a share. 
  
 7. Payment of Exercise Price. 
  
 (a) Payment Options. The exercise price shall be paid by one or any combination of the following forms of payment that
are applicable to this option, as indicated on the cover page hereof: 
  

	 	(i)	by check payable to the order of the Company; or 

  

	 	(ii)	if the Common Stock is then traded on a national securities exchange or on the Nasdaq National Market (or successor trading system), delivery of an irrevocable and
unconditional undertaking, satisfactory in form and substance to the Company, by a creditworthy broker to deliver promptly to the Company sufficient funds to pay the exercise price, or delivery by the Employee to the Company of a copy of irrevocable
and unconditional instructions, satisfactory in form and substance to the Company, to a creditworthy broker to deliver promptly to the Company cash or a check sufficient to pay the exercise price; or 

  

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	 	(iii)	subject to Section 7(b) below, if the Common Stock is then traded on a national securities exchange or on the Nasdaq National Market (or successor trading system),
by delivery of shares of Common Stock having a fair market value equal as of the date of exercise to the option price; or 

  

	 	(iv)	by check payable to the order of the Company for the par value of the shares being purchased plus delivery of the Employee’s three-year personal full recourse
promissory note for the balance of the exercise price, with such note bearing interest payable not less than annually at the applicable Federal rate, as defined in Section 1274(d) of the Code. 

  
 In the case of (iii) above, fair market
value as of the date of exercise shall be determined as of the last business day for which such prices or quotes are available prior to the date of exercise and shall mean (i) the last reported sale price (on that date) of the Common Stock on
the principal national securities exchange on which the Common Stock is traded, if the Common Stock is then traded on a national securities exchange; or (ii) the last reported sale price (on that date) of the Common Stock on the Nasdaq National
Market (or successor trading system), if the Common Stock is not then traded on a national securities exchange. 
  
 (b) Limitations on Payment by Delivery of Common Stock. If Section 7(a)(iii) is applicable, and if the Employee
delivers Common Stock held by the Employee (“Old Stock”) to the Company in full or partial payment of the exercise price and the Old Stock so delivered is subject to restrictions or limitations imposed by agreement between the
Employee and the Company, an equivalent number of Option Shares shall be subject to all restrictions and limitations applicable to the Old Stock to the extent that the Employee paid for the Option Shares by delivery of Old Stock, in addition to any
restrictions or limitations imposed by this Agreement. Notwithstanding the foregoing, the Employee may not pay any part of the exercise price hereof by transferring Common Stock to the Company unless such Common Stock has been owned by the Employee
free of any substantial risk of forfeiture for at least six months. 
  
 8. Securities Laws Restrictions on Resale. Until registered under the Securities Act of 1933, as amended, or any successor statute (the “Securities Act”), the Option Shares will be
of an illiquid nature and will be deemed to be “restricted securities” for purposes of the Securities Act. Accordingly, such shares must be sold in compliance with the registration requirements of the Securities Act or an exemption
therefrom. Unless the Option Shares have been registered under the Securities Act, each certificate evidencing any of the Option Shares shall bear a legend substantially as follows: 
  
 “The shares represented by this certificate are subject to restrictions on transfer and may not be sold,
exchanged, transferred, pledged, hypothecated or otherwise disposed of except in accordance with and subject to all the terms and conditions of a certain Incentive Stock Option Agreement dated as of
            , a copy of which the Company will furnish to the holder of this certificate upon request and without charge.” 
  

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 9. Method of Exercising Option. Subject to the terms and conditions of this
Agreement, this option may be exercised by written notice to the Company at its principal executive office, or to such transfer agent as the Company shall designate. Such notice shall state the election to exercise this option and the number of
Option Shares for which it is being exercised and shall be signed by the person or persons so exercising this option. Such notice shall be accompanied by payment of the full purchase price of such shares, and the Company shall deliver a certificate
or certificates representing such shares as soon as practicable after the notice shall be received. Such certificate or certificates shall be registered in the name of the person or persons so exercising this option (or, if this option shall be
exercised by the Employee and if the Employee shall so request in the notice exercising this option, shall be registered in the name of the Employee and another person jointly, with right of survivorship). In the event this option shall be
exercised, pursuant to Section 5 hereof, by any person or persons other than the Employee, such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise this option. 
  
 10. Option Not Transferable. This option is not
transferable or assignable except by will or by the laws of descent and distribution. During the Employee’s lifetime only the Employee can exercise this option. 
  
 11. No Obligation to Exercise Option. The grant and acceptance of this option imposes no obligation on
the Employee to exercise it. 
  
 12. No Obligation
to Continue Employment. Neither the Plan, this Agreement, nor the grant of this option imposes any obligation on the Company to continue the Employee in employment. 
  

 13. Adjustments. Except as is expressly provided in the Plan with respect to certain changes in the capitalization of
the Company, no adjustment shall be made for dividends or similar rights for which the record date is prior to such date of exercise. 
  
 14. Withholding Taxes. If the Company in its discretion determines that it is obligated to withhold any tax in connection with the
exercise of this option, or in connection with the transfer of, or the lapse of restrictions on, any Common Stock or other property acquired pursuant to this option, the Employee hereby agrees that the Company may withhold from the Employee’s
wages or other remuneration the appropriate amount of tax. At the discretion of the Company, the amount required to be withheld may be withheld in cash from such wages or other remuneration or in kind from the Common Stock or other property
otherwise deliverable to the Employee on exercise of this option. The Employee further agrees that, if the Company does not withhold an amount from the Employee’s wages or other remuneration sufficient to satisfy the withholding obligation of
the Company, the Employee will make reimbursement on demand, in cash, for the amount underwithheld. 
  

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 15. Early Disposition. The Employee agrees to notify the Company in writing
immediately after the Employee transfers any Option Shares, if such transfer occurs on or before the later of (a) the date that is two years after the date of this Agreement or (b) the date that is one year after the date on which the
Employee acquired such Option Shares. The Employee also agrees to provide the Company with any information concerning any such transfer required by the Company for tax purposes. 
  
 16. Lock-up Agreement. The Employee agrees that in connection with an underwritten public offering of
Common Stock, upon the request of the Company or the principal underwriter managing such public offering, the Option Shares may not be sold, offered for sale or otherwise disposed of, directly or indirectly, without the prior written consent of the
Company or such underwriter, as the case may be, for such period of time after the execution of an underwriting agreement in connection with such offering that all of the Company’s then directors and executive officers agree to be similarly
bound. 
  
 17. Arbitration. Any dispute,
controversy, or claim arising out of, in connection with, or relating to the performance of this Agreement or its termination shall be settled by arbitration in the State of Florida, pursuant to the rules then obtaining of the American Arbitration
Association. Any award shall be final, binding and conclusive upon the parties and a judgment rendered thereon may be entered in any court having jurisdiction thereof. 
  

 18. Provision of Documentation to Employee. By signing this Agreement the Employee acknowledges receipt of a copy of
this Agreement and a copy of the Plan. 
  
 20.
Miscellaneous. 
  
 (a)
Notices. All notices hereunder shall be in writing and shall be deemed given when sent by certified or registered mail, postage prepaid, return receipt requested, if to the Employee, to the address set forth below or at the address shown on
the records of the Company, and if to the Company, to the Company’s principal executive offices, attention of the Corporate Secretary. 
  
 (b) Entire Agreement; Modification. This Agreement constitutes the entire agreement between the parties relative to
the subject matter hereof, and supersedes all proposals, written or oral, and all other communications between the parties relating to the subject matter of this Agreement. This Agreement may be modified, amended or rescinded only by a written
agreement executed by both parties. 
  

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 (c) Fractional Shares. If this option becomes exercisable for a
fraction of a share because of the adjustment provisions contained in the Plan, such fraction shall be rounded down. 
  
 (d) Issuances of Securities; Changes in Capital Structure. Except as expressly provided herein or in the Plan, no
issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares subject to this
option. No adjustments need be made for dividends paid in cash or in property other than securities of the Company. If there shall be any change in the Common Stock of the Company through merger, consolidation, reorganization, recapitalization,
stock dividend, stock split, combination or exchange of shares, liquidation, spin-off, split-up or other similar change in capitalization or event, the restrictions contained in this Agreement shall apply with equal force to additional and/or
substitute securities, if any, received by the Employee in exchange for, or by virtue of his or her ownership of, Option Shares, except as otherwise determined by the Board. 
  
 (e) Severability. The invalidity, illegality or unenforceability of any provision of
this Agreement shall in no way affect the validity, legality or enforceability of any other provision. 
  
 (f) Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and
their respective successors and assigns, subject to the limitations set forth in Section 10 hereof. 
  
 (g) Governing Law. This Agreement shall be governed by and interpreted in accordance with the laws of the State of
Delaware, without giving effect to the principles of the conflicts of laws thereof. 
  

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