Citrix 2000 Annual Report Download - page 53

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CITRIX SYSTEMS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS −− (CONTINUED)
meeting while leaving the polls open on a stockholder vote. In light of this
guidance, the Board of Directors of the Company decided to withdraw the
amendment to the 1995 Plan, which was passed by the stockholders on June 2,
2000. To accomplish this, in January 2001, the Board of Directors approved an
amendment to the 1995 Plan to nullify the increase approved at the stockholders'
annual meeting in May 2000. Under the 1995 Plan, a maximum of 60,000,000 ISOs
may be granted and ISOs must be granted at exercise prices no less than market
value at the date of grant, except for ISOs granted to employees who own more
than 10% of the Company's combined voting power, for which the exercise prices
will be no less than 110% of the market value at the date of grant. NSOs, stock
awards or stock purchases may be granted or authorized, as applicable, at prices
no less than the minimum legal consideration required. ISOs and NSOs expire ten
years from the date of grant. All options are exercisable upon vesting. The
options typically vest over four years at a rate of 25.00% of the shares
underlying the option one year from the date of grant and at a rate of 2.08%
monthly thereafter.
The Company's amended and restated 2000 Director and Officer Stock Option
and Incentive Plan (the 2000 Plan) was originally adopted by the Board of
Directors and approved by the Company's stockholders on May 18, 2000. Under the
terms of the 2000 Plan, the Company is authorized to make stock awards, provide
eligible individuals with the opportunity to purchase stock, grant ISOs and
grant NSOs to officers and directors of the Company. The 2000 Plan provides for
the issuance of up to 4,000,000 shares, plus, effective on January 1, 2001, on
January 1 of each year, a number of shares of Common Stock equal to one−half of
one percent (0.5%) of the total number of shares of Common Stock issued and
outstanding as of December 31 of the preceding year. Notwithstanding the
foregoing, no more than 3,000,000 shares of Common Stock may be issued pursuant
to the exercise of incentive stock options granted under the 2000 Plan. Under
the 2000 Plan, ISOs must be granted at exercise prices no less than market value
at the date of grant, provided however, that if an NSO is expressly granted in
lieu of a reasonable amount of salary or cash bonus, the exercise price may be
equal to or greater than 85% of the fair market value at the date of such grant.
ISOs and NSOs expire ten years from date of grant. All options are exercisable
upon vesting. The options typically vest over four years at a rate of 25% of the
shares underlying the option one year from date of grant and at a rate of 2.08%
monthly thereafter.
The 1995 Non−Employee Director Stock Option Plan (the Director Option Plan)
was adopted by the Board of Directors on September 28, 1995 and approved by the
Company's stockholders in October 1995. The Director Option Plan provides for
the grant of options to purchase a maximum of 3,600,000 (as adjusted for stock
splits) shares of Common Stock of the Company to non−employee directors of the
Company.
Under the Director Option Plan, each director who is not also an employee
of the Company and who is first elected as a director will receive, upon the
date of his or her initial election, an option to purchase 180,000 shares of
Common Stock. Options granted under the Director Option Plan vest at a rate of
33.33% one year from the date of grant and vest at a rate of 2.78% monthly
thereafter. In addition, on each three−year anniversary of such director's first
election to the Board of Directors, such director will receive an additional
option to purchase 180,000 shares of Common Stock, vesting in accordance with
the aforementioned schedule, provided that such director continues to serve on
the Board of Directors at the time of grant. All options granted under the
Director Option Plan have an exercise price equal to the fair market value of
the Common Stock on the date of grant and a term of ten years from the date of
grant. Options are exercisable to the extent vested only while the optionee is
serving as a director of the Company or within 90 days after the optionee ceases
to serve as a director of the Company.
On July 11, 1989, the Company's 1989 Stock Option Plan (the 1989 Plan) as
amended, permitted the Company to grant ISOs and NSOs to purchase up to
25,256,544 (as adjusted for stock splits) shares of the Company's Common Stock.
Under the 1989 Plan, options may be granted at exercise prices no less than
market value at the date of grant. All options are fully exercisable from the
date of grant and are subject to a repurchase option in favor of the Company
which lapses as to 25.00% of the shares underlying the option one year from the
date of grant and as to 2.08% monthly thereafter. If the purchaser of stock
pursuant to the 1989
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