Citrix 2000 Annual Report Download - page 70

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4. STOCK. The stock subject to Stock Rights shall be authorized but
unissued shares of Common Stock of the Company, par value $0.001 per share (the
"Common Stock"), or shares of Common Stock reacquired by the Company in any
manner. Subject to adjustment as provided in paragraph 13, the aggregate number
of shares which may be issued pursuant to the Plan is 69,945,623 (as adjusted
for stock splits which occurred prior to the amendment and restatement of this
Plan) plus, effective as of January 1, 2001 and each year thereafter, a number
of shares of Common Stock equal to five percent (5%) of the total number of
shares of Common Stock issued and outstanding as of the close of business on
December 31 of the preceding year. If any Stock Right granted under the Plan
shall expire or terminate for any reason without having been exercised in full
or shall cease for any reason to be exercisable in whole or in part or shall be
repurchased by the Company, the shares of Common Stock subject to such Stock
Right shall again be available for grants of Stock Rights under the Plan.
Notwithstanding anything to the contrary in this paragraph 4, no more than an
aggregate of 60,000,000 shares of Common Stock (as adjusted for stock splits
which occurred prior to the amendment and restatement of this Plan) may be
issued pursuant to the exercise of ISOs granted under the Plan (including shares
issued pursuant to the exercise of ISOs granted under the Plan that are the
subject of disqualifying dispositions within the meaning of Sections 421, 422
and 424 of the Code and the regulations thereunder).
No employee of the Company or any Related Corporation may be granted
Options to acquire, in the aggregate, more than 2,000,000 shares of Common Stock
(as adjusted for stock splits which occurred prior to the amendment and
restatement of this Plan) under the Plan during any fiscal year of the Company.
If any Option granted under the Plan shall expire or terminate for any reason
without having been exercised in full or shall cease for any reason to be
exercisable in whole or in part or shall be repurchased by the Company, the
shares subject to such Option shall be included in the determination of the
aggregate number of shares of Common Stock deemed to have been granted to such
employee under the Plan.
5. GRANTING OF STOCK RIGHTS. Stock Rights may be granted under the Plan
at any time on or after September 28, 1995 and prior to September 29, 2005. The
date of grant of a Stock Right under the Plan will be the date specified by the
Committee at the time it grants the Stock Right; provided, however, that such
date shall not be prior to the date on which the Committee acts to approve the
grant. Options granted under the Plan are intended to qualify as
performance−based compensation to the extent required under Proposed Treasury
Regulation Section 1.162−27.
6. MINIMUM OPTION PRICE; ISO LIMITATIONS; OTHER LIMITATIONS.
A. PRICE FOR NON−QUALIFIED OPTIONS, AWARDS AND PURCHASES. The
exercise price per share specified in the agreement relating to each
Non−Qualified Option granted shall not be less than the fair market
value per share of Common Stock on the date of such grant, PROVIDED
HOWEVER, that if option is expressly granted in lieu of a reasonable
amount of salary or cash bonus, the exercise price per share specified
in the agreement relating to each such Non−Qualified Option may be
equal to or greater than 85% of the fair market value per share of
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