Citrix 2000 Annual Report Download - page 68

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1
EXHIBIT 10.4
CITRIX SYSTEMS, INC.
AMENDED AND RESTATED
1995 STOCK PLAN
1. PURPOSE. The purpose of the Citrix Systems, Inc. Amended and
Restated 1995 Stock Plan (the "Plan") is to encourage key employees of Citrix
Systems, Inc. (the "Company") and of any present or future parent or subsidiary
of the Company (collectively, "Related Corporations") and other individuals who
render services to the Company or a Related Corporation, by providing
opportunities to participate in the ownership of the Company and its future
growth through (a) the grant of options which qualify as "incentive stock
options" ("ISOs") under Section 422(b) of the Internal Revenue Code of 1986, as
amended (the "Code"); (b) the grant of options which do not qualify as ISOs
("Non−Qualified Options"); (c) awards of stock in the Company ("Awards"); and
(d) opportunities to make direct purchases of stock in the Company
("Purchases"). Both ISOs and Non−Qualified Options are referred to hereafter
individually as an "Option" and collectively as "Options." Options, Awards and
authorizations to make Purchases are referred to hereafter collectively as
"Stock Rights." As used herein, the terms "parent" and "subsidiary" mean "parent
corporation" and "subsidiary corporation," respectively, as those terms are
defined in Section 424 of the Code.
2. ADMINISTRATION OF THE PLAN.
A. BOARD OR COMMITTEE ADMINISTRATION. The Plan shall be
administered by the Board of Directors of the Company (the "Board") or
by a committee appointed by the Board (the "Committee"); provided that
the Plan shall be administered: (i) to the extent required by
applicable regulations under Section 162(m) of the Code, by two or more
"outside directors" (as defined in applicable regulations thereunder)
and (ii) to the extent required by Rule 16b−3 promulgated under the
Securities Exchange Act of 1934 or any successor provision ("Rule
16b−3"), by a disinterested administrator or administrators within the
meaning of Rule 16b−3. Hereinafter, all references in this Plan to the
"Committee" shall mean the Board if no Committee has been appointed.
Subject to ratification of the grant or authorization of each Stock
Right by the Board (if so required by applicable state law), and
subject to the terms of the Plan, the Committee shall have the
authority to (i) determine to whom (from among the class of employees
eligible under paragraph 3 to receive ISOs) ISOs shall be granted, and
to whom (from among the class of individuals and entities eligible
under paragraph 3 to receive Non−Qualified Options and Awards and to
make Purchases) Non−Qualified Options, Awards and authorizations to
make Purchases may be granted; (ii) determine the time or times at
which Options or Awards shall be granted or Purchases made; (iii)
determine the purchase price of shares subject to each Option or
Purchase, which prices shall not be less than the minimum price
specified in paragraph 6; (iv) determine whether each Option granted
shall be an ISO or a Non−Qualified Option; (v) determine (subject to