Change in Control Agreement



 Exhibit 10.5 
  
 CHANGE IN CONTROL AGREEMENT 
  
 (Chief Executive Officer) 
  
 AGREEMENT made as of this      day of
                     by and between Citrix Systems, Inc. (the “Company”), and Mark B. Templeton (the “Executive”).

  
 1. Purpose. The Company considers it essential to the
best interests of its stockholders to promote and preserve the continuous employment of key management personnel. The Board of Directors of the Company (the “Board”), therefore, has determined that appropriate steps should be taken to
provide the Executive with competitive compensation and benefits arrangements upon a Change in Control (as defined in Section 2 hereof). Nothing in this Agreement shall be construed as creating an express or implied contract of employment and,
except as otherwise agreed in writing between the Executive and the Company, the Executive shall not have any right to be retained in the employ of the Company. 
  

2. Change in Control. A “Change in Control” shall be deemed to have occurred upon the occurrence of any one of the following events:

  
 (a) any “Person,” as such term is used in Sections
13(d) and 14(d) of the Securities Exchange Act of 1934, as amended and in effect from time to time (the “Exchange Act”) (other than the Company, any of its subsidiaries, or any trustee, fiduciary or other person or entity holding
securities under any employee benefit plan or trust of the Company or any of its subsidiaries), together with all “affiliates” and “associates” (as such terms are defined in Rule 12b-2 under the Exchange Act) of such person,
shall become the “beneficial owner” (as such term is defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 30 percent or more of the combined voting power of the Company’s
then outstanding securities having the right to vote in an election of the Company’s Board of Directors (“Voting Securities”) (in such case other than as a result of an acquisition of securities directly from the Company); or

  
 (b) the consummation of a consolidation, merger or
consolidation or sale or other disposition of all or substantially all of the assets of the Company in a single transaction or series of related transactions (a “Corporate Transaction”); excluding, however, a Corporate Transaction in which
the stockholders of the Company immediately prior to the Corporate Transaction, would, immediately after the Corporate Transaction, beneficially own (as such term is defined in Rule 13d-3 under the Exchange Act), directly or indirectly, shares
representing in the aggregate more than 50 percent of the voting shares of the corporation issuing cash or securities in the Corporate Transaction (or of its ultimate parent corporation, if any); or 
  
 (c) persons who, as of the date hereof, constitute the Company’s Board
of Directors (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 date hereof 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 of Directors 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; or 
  
 (d) 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 in Control has occurred within the meaning of this Agreement; or 
  
 (e) the approval by the Company’s stockholders of any plan or proposal for the liquidation or dissolution of the Company. 
  
 Notwithstanding the foregoing, a “Change in Control” shall not be
deemed to have occurred for purposes of the foregoing clause (a) solely as the result of an acquisition of securities by the Company that, by reducing the number of shares of Voting Securities outstanding, increases the proportionate number of
shares of Voting Securities beneficially owned by any person to 30 percent or more of the combined voting power of all then outstanding Voting Securities; provided, however, that if any person referred to in this sentence shall
thereafter become the beneficial owner of any additional shares of Voting Securities (other than pursuant to a stock split, stock dividend, or similar transaction or as a result of an acquisition of securities directly from the Company) and
immediately thereafter beneficially owns 30 percent or more of the combined voting power of all then outstanding Voting Securities, then a “Change in Control” shall be deemed to have occurred for purposes of the foregoing clause
(a). 
  
 3. Terminating Event. A “Terminating
Event” shall mean either the termination of the Executive’s employment by the Company for any reason (other than for Cause) or the termination of the Executive’s employment by the Executive for any reason. For purposes of this
Agreement, “Cause” shall mean a termination of the Executive’s employment which is a result of: 
  
 (a) a felony conviction; or 
  
 (b) willful disclosure of material trade secrets or other material confidential information related to the business of the Company and its subsidiaries or
affiliates; or 
  
 (c) willful and continued failure
substantially to perform the Executive’s same duties with the Company as in existence prior to the Change in Control (other than any such failure resulting from the Executive’s incapacity due to physical or mental illness) after a written
demand for substantial performance is delivered to the Executive by the Board, which demand identifies the specific actions which the Board believes constitute willful and continued failure substantially to perform the Executive’s duties, and
which performance is not substantially corrected by the Executive within ten (10) days of receipt of such demand; or 
  
  

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 (d) willful and knowing participation in releasing false or materially misleading financial statements or
submission of a false certification to the Securities and Exchange Commission. 
  
 A Terminating Event shall not be deemed to have occurred pursuant to this Section 3 solely as a result of the Executive being an employee of any direct or indirect successor to the business or assets of the Company.
For purposes of clauses (b), (c) and (d) hereof, no act, or failure to act, on the Executive’s part shall be deemed “willful” unless done, or omitted to be done, by the Executive without reasonable belief that the Executive’s
act, or failure to act, was in the best interests of the Company and its subsidiaries and affiliates. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for Cause unless and until there shall have been
delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of a majority of the entire membership of the Board at a meeting of the Board called and held for such purpose (after reasonable notice to the Executive and an
opportunity for the Executive, together with his or her counsel, to be heard before the Board), finding that in the good faith opinion of the Board the Executive was guilty of conduct set forth above in clause (a), (b), (c) or (d) of this section
and specifying the particulars thereof in detail. 
  
 For purposes
of clarification only, a termination by the Company of the employment of the Executive with the Company for Cause shall not be deemed to be a Terminating Event. 
  

4. Change in Control Payment. In the event a Terminating Event occurs within 12 months after a Change in Control, the following shall occur:

  
 (a) the Company shall pay to the Executive an amount equal to
two times the sum of (i) the Executive’s annual base salary in effect on the date of the Terminating Event (or the Executive’s annual base salary in effect immediately prior to the Change in Control, if higher) and (ii) the
Executive’s Target Bonus as in effect on the date of the Terminating Event (or the Executive’s Target Bonus in effect immediately prior to the Change in Control, if higher), payable in one lump-sum payment no later than three days
following the Date of Termination; 
  
 (b) the Company shall
continue to provide to the Executive certain benefits, including without limitation health, dental and life insurance benefits, on the same terms and conditions as though the Executive had remained an active employee for 24 months, except that all
costs and insurance premiums shall be paid by the Company; 
  
 (c)
the Company shall provide COBRA benefits to the Executive following the end of the period referred to in Section 4(b), such benefits to be determined as though the Executive’s employment had terminated at the end of such period; 
  
 (d) the Company shall pay to the Executive all reasonable legal and
arbitration fees and expenses incurred by the Executive in obtaining or enforcing any right or benefit provided by this Agreement, except in cases involving frivolous or bad faith litigation initiated by the Executive; and 
  
  

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 (e) Notwithstanding anything to the contrary in any applicable option agreement or stock-based award
agreement, upon a Change in Control, all stock options and other stock-based awards granted to Executive by the Company shall immediately accelerate and become exercisable or non-forfeitable as of the effective date of such Change in Control.
Executive shall also be entitled to any other rights and benefits with respect to stock-related awards, to the extent and upon the terms provided in the employee stock option or incentive plan or any agreement or other instrument attendant thereto
pursuant to which such options or awards were granted. 
  
 For
purposes of this Agreement, “Target Bonus” shall mean the Executive’s cash incentive compensation target for the applicable fiscal period, calculated as though the Company and the Executive achieved, as of the applicable measurement
date, the Company’s financial targets and the Executive’s financial targets and individual goals, each at the 100 percent level. 
  
 5. Tax Gross-Up for Excise Taxes. 
  
 (a) Gross Up Payment. 
  
 (i) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any compensation, payment or distribution by the
Company to or for the benefit of Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (the “Severance Payments”), would be subject to the excise tax imposed by Section 4999
of the Internal Revenue Code of 1986, as amended (the “Code”), or any interest or penalties are incurred by Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter
collectively referred to as the “Excise Tax”), then Executive shall be entitled to receive an additional payment (a “Gross-Up Payment”) such that the net amount retained by Executive, after deduction of any Excise Tax on the
Severance Payments, any Federal, state, and local income tax, employment tax and Excise Tax upon the payment provided by this subsection, and any interest and/or penalties assessed with respect to such Excise Tax, shall be equal to the Severance
Payments. 
  
 (ii) Subject to the provisions of Subparagraph
(iii) below, all determinations required to be made under this clause (ii), including whether a Gross-Up Payment is required and the amount of such Gross-Up Payment, shall be made by a nationally recognized accounting firm selected by the Company
(the “Accounting Firm”), which shall provide detailed supporting calculations both to the Company and Executive within 15 business days of the Date of Termination, if applicable, or at such earlier time as is reasonably requested by the
Company or Executive. For purposes of determining the amount of the Gross-Up Payment, Executive shall be deemed to pay Federal income taxes at the highest marginal rate of Federal income taxation applicable to individuals for the calendar year in
which the Gross-Up Payment is to be made, and state and local income taxes at the highest marginal rates of individual taxation in the state and locality of Executive’s residence on the Date of Termination, net of the maximum reduction in

  

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 Federal income taxes which could be obtained from deduction of such state and local taxes. The initial Gross-Up Payment,
if any, as determined pursuant to this clause (ii), shall be paid to Executive within five days of the receipt of the Accounting Firm’s determination. If the Accounting Firm determines that no Excise Tax is payable by Executive, the Company
shall furnish Executive with an opinion of counsel that failure to report the Excise Tax on Executive’s applicable Federal income tax return would not result in the imposition of a negligence or similar penalty. Any determination by the
Accounting Firm shall be binding upon the Company and Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up
Payments which will not have been made by the Company should have been made (an “Underpayment”). In the event that the Company exhausts its remedies pursuant to Subparagraph (iii) below and Executive thereafter is required to make a
payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred, consistent with the calculations required to be made hereunder, and any such Underpayment, and any interest and penalties imposed on the
Underpayment and required to be paid by Executive in connection with the proceedings described in Subparagraph (iii) below, shall be promptly paid by the Company to or for the benefit of Executive. 
  
 (iii) Executive shall notify the Company in writing of any claim by the
Internal Revenue Service that, if successful, would require the payment by the Company of the Gross-up Payment. Such notification shall be given as soon as practicable but no later than 10 business days after Executive knows of such claim and shall
apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. Executive shall not pay such claim prior to the expiration of the 30-day period following the date on which he gives such notice to the Company
(or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies Executive in writing prior to the expiration of such period that it desires to contest such claim, provided that the
Company has set aside adequate reserves to cover the Underpayment and any interest and penalties thereon that may accrue, Executive shall: 
  
 (A) give the Company any information reasonably requested by the Company relating to such claim, 
  
 (B) take such action in connection with contesting such
claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney selected by the Company, 
  
 (C) cooperate with the Company in good faith in order to
effectively contest such claim, and 
  
 (D)
permit the Company to participate in any proceedings relating to such claim; provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such
contest and shall indemnify and hold Executive harmless, on an after-tax basis, for any Excise Tax or income tax, including interest and penalties with respect thereto, imposed as a result of such representation and 
  

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 payment of costs and expenses. Without limitation on the foregoing provisions of this Subparagraph (iii),
the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such
claim and may, at its sole option, either direct Executive to pay the tax claimed and sue for a refund or contest the claim in any permissible manner, and Executive agrees to prosecute such contest to a determination before any administrative
tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided, however, that if the Company directs Executive to pay such claim and sue for a refund, the Company shall advance the amount
of such payment to Executive on an interest-free basis (to the extent not prohibited by applicable law) and shall indemnify and hold Executive harmless, on an after-tax basis, from any Excise Tax or income tax, including interest or penalties with
respect thereto, imposed with respect to such advance or with respect to any imputed income with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of
Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company’s control of the contest shall be limited to issues with respect to which a Gross-Up Payment would
be payable hereunder and Executive shall be entitled to settle or contest, as the case may be, any other issues raised by the Internal Revenue Service or any other taxing authority. 
  
 (iv) If, after the receipt by Executive of an amount advanced by the Company pursuant to Subparagraph (iii) above,
Executive becomes entitled to receive any refund with respect to such claim, Executive shall (subject to the Company’s complying with the requirements of Subparagraph (iii) above) promptly pay to the Company the amount of such refund (together
with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by Executive of an amount advanced by the Company pursuant to Subparagraph (iii) above, a determination is made that Executive shall not be entitled to
any refund with respect to such claim and the Company does not notify Executive in writing of its intent to contest such denial of refund prior to the expiration of 30 days after such determination, then such advance shall be forgiven and shall not
be required to be repaid and the amount of such advance shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paid. 
  
 6. Executive’s Covenant. The Executive has entered into a Non-Solicitation, Non-Compete and Confidentiality and Employee Non-Disclosure
Agreement with the Company (the “Non-Compete Agreement”), which is incorporated herein by reference and survives the termination or expiration of this Agreement. In consideration of the benefits received under this Agreement, the Executive
hereby agrees that in the event a Terminating Event occurs within 12 months after a Change in Control, the duration of his non-solicitation and non-competition restrictions in the Non-Compete Agreement shall be extended from 12 months to 24 months
following termination of employment. The Executive reconfirms his obligations under the Non-Compete Agreement in all other respects. 
  

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 7. Term. This Agreement shall take effect on the date first set forth above and shall terminate
upon the earlier of (a) the termination by the Company of the employment of the Executive for Cause, (b) the resignation or termination of the Executive’s employment for any reason prior to a Change in Control, or (c) the date which is 18
months after a Change in Control if the Executive is still employed by the Company. 
  
 8. Withholding. All payments made by the Company under this Agreement shall be net of any tax or other amounts required to be withheld by the Company under applicable law. 
  
 9. Notice and Date of Termination; Disputes; Etc. 
  
 (a) Notice of Termination. After a Change in Control and during the
term of this Agreement, any purported termination of the Executive’s employment (other than by reason of death) shall be communicated by written Notice of Termination from one party hereto to the other party hereto in accordance with this
Section 9. For purposes of this Agreement, a “Notice of Termination” shall mean a notice which shall indicate the specific termination provision in this Agreement relied upon and the Date of Termination. 
  
 (b) Date of Termination. “Date of Termination,” with respect
to any purported termination of the Executive’s employment after a Change in Control and during the term of this Agreement, shall mean the date specified in the Notice of Termination. In the case of a termination by the Company other than a
termination for Cause (which may be effective immediately), the Date of Termination shall not be less than 30 days after the Notice of Termination is given. In the case of a termination by the Executive, the Date of Termination shall not be less
than 15 days from the date such Notice of Termination is given. Notwithstanding the foregoing, in the event that the Executive gives a Notice of Termination to the Company, the Company may unilaterally accelerate the Date of Termination and such
acceleration shall not result in a “Termination by the Company” for purposes of this Agreement. 
  
 (c) No Mitigation. The Company agrees that, if the Executive’s employment by the Company is terminated during the term of this Agreement, the
Executive is not required to seek other employment or to attempt in any way to reduce any amounts payable to the Executive by the Company pursuant to Section 4 hereof. Further, the amount of any payment provided for in this Agreement shall not be
reduced by any compensation earned by the Executive as the result of employment by another employer, by retirement benefits, by offset against any amount claimed to be owed by the Executive to the Company or otherwise. 
  
 (d) Settlement and Arbitration of Disputes. Any controversy or claim
arising out of or relating to this Agreement or the breach thereof shall be settled exclusively by arbitration in accordance with the laws of the State of Delaware by three arbitrators, one of whom shall be appointed by the Company, one by the
Executive and the third by the first two arbitrators. If the first two arbitrators cannot agree on the appointment of a third arbitrator, then the third arbitrator shall be appointed by the American Arbitration Association in the City of Fort
Lauderdale. Such arbitration shall be conducted in the City of Fort Lauderdale in accordance 
  

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 with the rules of the American Arbitration Association for commercial arbitrations, except with respect to the selection
of arbitrators which shall be as provided in this Section 9(d). Judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. 
  
 10. Successor to Executive. This Agreement shall inure to the benefit of and be enforceable by the Executive’s
personal representatives, executors, administrators, heirs, distributees, devisees and legatees. In the event of the Executive’s death after a Terminating Event but prior to the completion by the Company of all payments due him under Section 4
of this Agreement, the Company shall continue such payments to the Executive’s beneficiary designated in writing to the Company prior to his death (or to his estate, if the Executive fails to make such designation). 
  
 11. Enforceability. If any portion or provision of this Agreement
shall to any extent be declared illegal or unenforceable by a court of competent jurisdiction, then the remainder of this Agreement, or the application of such portion or provision in circumstances other than those as to which it is so declared
illegal or unenforceable, shall not be affected thereby, and each portion and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. 
  
 12. Waiver. No waiver of any provision hereof shall be effective unless made in writing and signed by the waiving
party. The failure of any party to require the performance of any term or obligation of this Agreement, or the waiver by any party of any breach of this Agreement, shall not prevent any subsequent enforcement of such term or obligation or be deemed
a waiver of any subsequent breach. 
  
 13. Notices. Any
notices, requests, demands and other communications provided for by this Agreement shall be sufficient if in writing and delivered in person or sent by registered or certified mail, postage prepaid, to the Executive at the last address the Executive
has filed in writing with the Company, or to the Company at its main office, attention of the Board of Directors. 
  
 14. Effect on Other Plans. An election by the Executive to resign after a Change in Control under the provisions of this Agreement shall not be
deemed a voluntary termination of employment by the Executive for the purpose of interpreting the provisions of any of the Company’s benefit plans, programs or policies. Nothing in this Agreement shall be construed to limit the rights of the
Executive under the Company’s benefit plans, programs or policies except that the Executive shall have no rights to any severance benefits under any Company severance pay plan. 
  
 15. No Offset. The Company’s obligation to make the payments provided for in this Agreement and otherwise
perform its obligations hereunder shall not be affected by any 
  

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 circumstances, including, without limitation, any set-off, counterclaim, recoupment, defense or other right which the
Company or any of its Affiliates may have against the Executive or others whether by reason of the Executive’s breach of this Agreement, subsequent employment of the Executive, or otherwise. 
  
 16. Entire Agreement. This Agreement constitutes the entire agreement
between the parties with respect to the subject matter hereof and supersedes in all respects all prior agreements between the parties concerning such subject matter. 
  
 17. Amendment. This Agreement may be amended or modified only by a written instrument signed by the Executive and by
a duly authorized representative of the Company. 
  
 18.
Governing Law. This contract shall be construed under and be governed in all respects by the laws of the State of Delaware, without giving effect to such state’s conflicts of laws principles. 
  
 19. Obligations of Successors. The Company shall require any successor
(whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company to expressly assume and agree to perform this Agreement in the same manner and to the same extent that
the Company would be required to perform if no such succession had taken place. 
  
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 IN WITNESS WHEREOF, this Agreement has been executed as a sealed instrument by the Company by its duly
authorized officer, and by the Executive, as of the date first above written. 
  

			
	CITRIX SYSTEMS, INC.
		
	By:	 	  


	Name:	 	 
	Title:	 	 
	  

 Mark B.
Templeton

	President and Chief Executive Officer


  

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