CITRIX SYSTEMS, INC. 2006 EXECUTIVE BONUS PLAN

EX-10.1 2 dex101.htm CITRIX SYSTEMS, INC. 2006 EXECUTIVE BONUS PLAN Citrix Systems, Inc. 2006 Executive Bonus Plan

Exhibit 10.1

CITRIX SYSTEMS, INC.

2006 EXECUTIVE BONUS PLAN

 

I. PURPOSE

The purpose of the Citrix Systems, Inc. 2006 Executive Bonus Plan (“Plan”) is to provide to executive officers of Citrix Systems, Inc. (the “Company”) competitive compensation opportunities that are aligned with and promote the overall financial objectives of the Company and its shareholders. In addition to base salary and long-term equity awards, this will be accomplished through incentives payable in the form of cash bonuses designed to reward executives for the financial and operational success of the Company. This Plan does not govern the Company’s base salary and long-term equity awards compensation practices.

 

II. ELIGIBILITY

Company executives are eligible to participate in the Plan. As of January 1, 2006, the following executives are among those who have been approved for participation in the Plan (the “Participants”):

 

    PRESIDENT & CEO

 

    SENIOR VICE PRESIDENT, CORPORATE SALES AND SERVICES

 

    GENERAL COUNSEL AND CORPORATE VICE PRESIDENT, HUMAN RESOURCES

 

    SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER

 

    VICE PRESIDENT, EMEA SALES AND GENERAL MANAGER

 

    GROUP VICE PRESIDENT AND GENERAL MANAGER, ONLINE GROUP

Other individuals may become Plan Participants during a fiscal year (“New Participants”) provided such an individual is: (1) an executive of the Company; (2) recommended for participation by the President & CEO; and (3) approved for participation by the Compensation Committee of the Board of Directors (the “Compensation Committee”).

 

III. PLAN ADMINISTRATION

The Plan will be administered by the President & CEO and the Compensation Committee.

 

  A. President & CEO Responsibilities.

 

  1. Recommend new executives for Plan participation.

 

  2. Develop specific bonus recommendations for all Participants (except the President & CEO) and submit to the Compensation Committee for approval.

 

  3. Propose performance measures, weightings, and performance levels for the Plan, and changes thereto.

 

  4. Evaluate actual performance against bonus measures and goals.

 

  5. Communicate Plan parameters and mechanics to Participants.

 

  B. Compensation Committee Responsibilities.

 

  1. Approve new Plan Participants.

 

  2. Review target bonus awards, including benchmarking to peer group companies.

 

  3. Review bonus measures, goals, and weightings.

 

  4. Certify achievement of bonus measures.

 

  5. Review and approve the President & CEO’s bonus recommendations for Participants and develop bonus recommendations for the President & CEO.

 

IV. BONUS STRUCTURE

 

  A. Performance Period. This Plan will measure and reward performance on an annual basis (January 1 – December 31).

 

  B. Eligibility. All Plan Participants as of January 1st are eligible to participate in this Plan. New


Participants will be eligible to participate in this Plan upon the recommendation of the President & CEO and approval by the Compensation Committee. A New Participant’s bonus opportunity will be prorated based on the number of full and partial months remaining in the performance period at the time Plan participation is approved. New Participants approved for the Plan may be eligible to receive a bonus (prorated based on the number of full and partial months remaining in the performance period) for the achievement of individual performance measures, as recommended by the President & CEO and approved by the Compensation Committee.

 

  C. Performance Measures and Weighting. For all Participants other than the Group Vice President and General Manager, Online Group and the VP, EMEA Sales and General Manager, bonus awards are tied solely to the achievement of corporate financial targets (“Financial Targets”).

For all Participants other than the Group Vice President and General Manager, Online Group and VP, EMEA Sales and General Manager, bonus awards under this Plan will be calculated based on the following financial components for purposes of performance measurement and weightings:

 

Financial Component

   Weighting  

Reported Revenue

   40 %

Product Revenue

   30 %

Corporate Operating Income

   30 %

The bonus award for the Group Vice President and General Manager, Online Group and VP, EMEA Sales and General Manager is tied to the achievement of segment financial targets and individual goals in the following percentages:

 

Bonus Award Component

  

Bonus Mix

(as a % of total bonus
award)

 

Financial Targets

   70 %

Individual Goals

   30 %

Bonus awards for the Group Vice President and General Manager, Online Group for achievement of the financial targets component under this Plan will be calculated based on the following financial components for purposes of performance measurement and weightings:

 

Financial Component

   Weighting  

Division Recognized Revenue

   50 %

Division Total Expenses

   20 %

Corporate Operating Income

   30 %

Bonus awards for the VP, EMEA Sales and General Manager for achievement of the financial targets component under this Plan will be calculated based on the following financial components for purposes of performance measurement and weightings:

 

Financial Component

   Weighting  

EMEA Total Bookings

   40 %

EMEA Product Bookings

   30 %

Corporate Operating Income

   30 %

Bonus awards for the Group Vice President and General Manager, Online Group and VP, EMEA Sales and General Manager for achievement of the individual goals component under this Plan will be determined by the President & CEO or a direct report of the President & CEO to whom the President & CEO has delegated such authority.

Bonus awards are subject to a minimum performance requirement before any award may be


earned. The performance requirements are as follows:

 

  (1) No bonus award will be paid with respect to a financial component category unless the Company achieves 80% of the Financial Target, or segment financial target (as the case may be), for such category.

 

  (2) For all Participants other than the Group Vice President and General Manager, Online Group and VP, EMEA Sales and General Manager, notwithstanding the achievement of 80% in any financial component category, no bonus award of any kind will be made unless 90% of the annual corporate EPS is achieved.

 

  (3) For the Group Vice President and General Manager, Online Group and VP, EMEA Sales and General Manager, in the event 90% of the annual corporate EPS is not achieved, only the Corporate Operating Income financial component will not be paid.

For purposes of this Plan, Corporate Operating Income and EPS shall be calculated on an adjusted basis that specifically excludes amortization of intangible assets, write-offs of in-process research and development, charges associated with the expensing of equity-based compensation and other adjustments approved by the Compensation Committee.

Financial components and weightings will be reviewed periodically throughout the year to ensure continued alignment with the Company’s business strategy and objectives. Upon the recommendation of the President & CEO and approval of the Compensation Committee, the financial components and weightings may be adjusted at such time to reflect changes in business priorities.

 

  D. Bonus Levels. Target bonus levels for each Participant are established based on competitive practice and Citrix’s compensation philosophy. Target bonus levels payable under this Plan assume that the Company achieves 100% of its Financial Targets during the Plan period. Target bonus awards under this Plan are as follows:

 

Title/Level

   Target Bonus
(as a % of base salary)
 

PRESIDENT & CEO

   100 %

SENIOR VICE PRESIDENT, CORPORATE SALES AND SERVICES

   100 %

GENERAL COUNSEL AND CORPORATE VICE PRESIDENT, HUMAN RESOURCES

   55 %

SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER

   55 %

VICE PRESIDENT, EMEA SALES AND GENERAL MANAGER

   75 %

GROUP VICE PRESIDENT AND GENERAL MANAGER, ONLINE GROUP

   74 %

In the event of the under-achievement by the Company of the Financial Targets, or segment financial target (as the case may be), for each financial component category but subject to the requirements of subsections IV.C (1) and (2) above, bonus awards will be adjusted downwards from the Plan Participant’s target bonus award as follows:


For all Participants other than the Group Vice President and General Manager, Online Group and the VP, EMEA Sales and General Manager:

 

Financial Component

  

Reduction for each 1%*
Shortfall from
Achievement of 100%

(as a % of target bonus
award for applicable
financial component)

 

Reported Revenue

   6 %

Product Revenue

   5 %

Corporate Operating Income

   3 %

For the Group Vice President and General Manager, Online Group:

 

Financial Component

  

Reduction for each 1%*
Shortfall from
Achievement of 100%

(as a % of target bonus
award for applicable
financial component)

 

Division Recognized Revenue

   2 %

Division Total Expenses

   4 %

Corporate Operating Income

   3 %

For the VP, EMEA Sales and General Manager:

 

Financial Component

  

Reduction for each 1%*
Shortfall from
Achievement of 100%

(as a % of target bonus
award for applicable
financial component)

 

EMEA Total Bookings

   3 %

EMEA Product Bookings

   3 %

Corporate Operating Income

   3 %

In the event of the over-achievement by the Company of the Financial Targets, or segment financial target (as the case may be), for each financial component category, bonus awards will be adjusted upwards but capped at a maximum of 200% of the Plan Participant’s target bonus award as follows:

For all Participants other than the Group Vice President and General Manager, Online Group and the VP, EMEA Sales and General Manager:

 

Financial Component

  

Increase for each 1%* in
Excess of Achievement

of 100%

(as a % of target bonus
award for applicable
financial component)

 

Reported Revenue

   12 %

Product Revenue

   10 %

Corporate Operating Income

   6 %

* Including any fraction of a percent rounded to one decimal place.


For the Group Vice President and General Manager, Online Group:

 

Financial Component

  

Increase for each 1%* in
Excess of Achievement

of 100%

(as a % of target bonus
award for applicable
financial component)

 

Division Recognized Revenue

   4 %

Division Total Expenses

   2 %

Corporate Operating Income

   6 %

For VP, EMEA Sales and General Manager:

 

Financial Component

  

Increase for each 1%* in
Excess of Achievement

of 100%

(as a % of target bonus
award for applicable
financial component)

 

EMEA Total Bookings

   6 %

EMEA Product Bookings

   6 %

Corporate Operating Income

   6 %

 

  E. Bonus Determination. The President & CEO will be responsible for evaluating actual performance against the performance goals and determining the bonus award earned. Written documentation supporting the President & CEO’s evaluation of performance and calculation of awards will be submitted to the Compensation Committee for review. The Compensation Committee will make all final award determinations.

 

  F. Bonus Payout. For all Participants other than the Senior Vice President, Corporate Sales and Services, the Group Vice President and General Manager, Online Group and the VP, EMEA Sales

 


* Including any fraction of a percent rounded to one decimal place.


and General Manager, if financial performance of all three financial components is tracking to 100% of each associated Financial Target and the EPS target is on track, then twenty-five percent (25%) of forecasted bonus awards will be paid in cash after June 30. For the Senior Vice President, Corporate Sales and Services, the Group Vice President and General Manger, Online Group and VP, EMEA Sales and General Manager, up to twenty-five percent (25%) of annual targeted bonus awards will be paid quarterly in cash based on the applicable percentage achieved of each associated Financial Target, or segment financial target (as the case may be), with a reconciliation based on final achievement of Financial Targets, or segment financial target (as the case may be), at year-end. Subject to approval by the Compensation Committee, the balance of all bonus awards will be paid in cash no later than the first quarter following the conclusion of the fiscal year to which the award relates.

 

V. MISCELLANEOUS PROVISIONS

 

  A. This Plan is effective as of January 1, 2006 and will continue until the Compensation Committee and/or Board of Directors terminates or amends the Plan. The Compensation Committee and/or Board of Directors retain the right to amend, alter, or terminate this Plan at any time. The President & CEO and the Compensation Committee retain the right to establish and amend the base salary and long-term equity awards compensation of the Company’s executives and employees. The Compensation Committee and/or Board of Directors retain the right to make discretionary bonus awards or to amend or alter the Financial Targets and segment financial targets at any time.

 

  B. All decisions made by the Compensation Committee and/or Board of Directors regarding administration and interpretation of the Plan shall be final and binding on all persons, including the Company and Participants.

 

  C. Nothing contained in this document shall be deemed to alter the relationship between the Company and a Participant, or the contractual relationship between a Participant and the Company if there is a written contract regarding such relationship. Furthermore, nothing contained in this document shall be construed to constitute a contract of employment between the Company and a Participant. The Company and each of the Participants continue to have the right to terminate the employment or service relationship at any time for any reason, except as provided in a written contract.