Citrix 2000 Annual Report Download - page 80

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2
was exercisable on the Separation Date. All stock options will
continue to be governed by the applicable Plans and the Option
Agreements.
(e) Wheeler's eligibility for participation in Citrix's health plans
will terminate on the Separation Date, and such date shall
constitute the "qualifying event" under the Consolidated Omnibus
Budget Reconciliation Act of 1985, as amended ("COBRA"). Wheeler
understands that he will receive additional COBRA information
under separate cover.
(f) Wheeler will not be eligible for any salary, bonus, other
compensation or benefits other than those set forth in Paragraphs
2(a) through 2(e) above, and all payments set forth in such
Paragraphs shall be subject to all applicable federal, state
and/or local withholding taxes.
3. CONDITIONS: Nothwithstanding anything in this Agreement to the
contrary, Wheeler's employment with Citrix shall end immediately (the
"Early Termination Date") if and when Wheeler provides "full time services"
to or on behalf of any entity or individual other than Citrix. The parties
agree that upon such early termination, Citrix will pay Wheeler an amount
representing a one lump−sum payment representing that number of months
compensation remaining from the Early Termination Date to the Separation
Date and that Citrix shall have no further obligation to make any payments or
provide any benefits to Wheeler except as required by law or as otherwise
provided for in this Agreement. As used herein, "full time services" shall mean
services provided by Wheeler as an employee of that entity or individual as
opposed to services provided by Wheeler as a consultant or independent
contractor.
4. SEVERANCE FROM EMPLOYMENT: Upon the end of Wheeler's employment on
the Separation Date or the Early Termination Date, as applicable, Citrix shall
pay to Wheeler, as additional gross wages in lieu of notice, the equivalent of
eight months' base salary, $170,000.00, less any required payroll deductions.
5. RELOCATION EXPENSES: Citrix hereby agrees, for valuable consideration
receipt of which is hereby acknowledged, that it will not institute any
proceedings, exercise any rights pursuant to any other agreement or at law, or
otherwise take any action to recover the amounts paid by Citrix for relocation
expenses on behalf of Wheeler.
6. VALID CONSIDERATION: Wheeler agrees that the payments and benefits
described in this Agreement, including the payments set forth in Paragraphs 3
and 4 above, are in exchange for Wheeler signing this Agreement. Wheeler
further understands and agrees that he is not otherwise entitled to the
payments and benefits described in this Agreement, including the payments set
forth in Paragraphs 3 and 4 above.
2