CITRIX SYSTEMS, INC. (NASDAQ:CTXS) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
Executive Chairman Agreement:
On January18, 2017, Citrix Systems, Inc. (the Company) entered
into an Employment Agreement with Robert M. Calderoni, the
Companys current Executive Chairman, to reflect the terms of
Mr.Calderonis employment with the Company during a two-year
transition period. The Board of Directors and the Chief Executive
Officer of the Company believe that it is in the best interests
of the shareholders of the Company for Mr.Calderoni to remain in
the role of Executive Chairman through December31, 2018, and
thereafter serve on the Companys Board of Directors as a
non-management director with compensation that is consistent with
that of the independent directors of the Company.
The Employment Agreement is effective as of January31, 2017 and
has a term that ends on December31, 2018, subject to
Mr.Calderonis re-election to the Board of Directors by the
stockholders of the Company. The Employment Agreement provides
for Mr.Calderoni to be paid an annual base salary of $500,000.
Mr.Calderoni will not participate in the Companys executive
variable cash compensation program. Under the terms of the
Employment Agreement, Mr.Calderoni will receive a restricted
stock unit award with an aggregate value of $8,000,000,
representing an award vesting over calendar year 2017 with a
value of $5,000,000 and an award vesting over calendar year 2018
with a value of $3,000,000. Mr.Calderoni also will be entitled to
participate in all employee benefit plans or programs of the
Company generally available to its senior executives.
In the event that Mr.Calderonis employment is terminated without
cause or if he resigns his position for good reason within the
18-month period following a change in control (each as defined in
the Employment Agreement), he will be entitled to receive: (i)a
lump sum payment equal to 150% of his annual base salary;
(ii)continued health insurance coverage for 18 months; and
(iii)accelerated vesting of the unvested portion of the
restricted stock unit award described above. The foregoing
severance payments and benefits under the Employment Agreement
are subject to the execution of a separation and release
agreement by Mr.Calderoni containing, among other provisions, a
general release of claims in favor of the Company. The Employment
Agreement does not provide for any tax gross-up payments.
The foregoing summary of the Employment Agreement does not
purport to be complete and is subject to, and qualified in its
entirety by, the full text of the Employment Agreement, a copy of
which is filed as Exhibit 10.1 to this Current Report on Form 8-K
and is incorporated herein by reference.
Senior Executive Agreements:
On January19, 2017, the Company entered into Executive Agreements
with certain members of its senior executive team, including
David J. Henshall, the Companys Executive Vice President, Chief
Operating Officer and Chief Financial Officer, and Carlos E.
Sartorius, Executive Vice President, Worldwide Sales and
Services, both of whom were among the named executive officers
listed in the Companys most recent proxy statement filed with the
Securities and Exchange Commission on April29, 2016. The
Executive Agreements extend certain severance benefits of certain
executives, including Messrs. Henshall and Sartorius, under their
existing Incentive Agreements, which expire in accordance with
their terms on January25, 2017, and require executives to comply
with additional provisions protective of Company interests to be
eligible to receive the severance benefits. The Executive
Agreements also supersede the executives existing Change in
Control Agreements by consolidating the benefits under those
agreements into a single agreement with the Company. The Board of
Directors and the Chief Executive Officer of the Company believe
that it is in the best interests of the shareholders of the
Company to extend the severance benefits of certain executives
under their expiring Incentive Agreements.
The Executive Agreements have a term of three years and
automatically renew for one-year periods, unless written notice
of non-renewal is given by either party at least 180 days prior
to the end of the term. Under the Executive Agreements, if an
executives employment is terminated by the Company without cause
or by the executive for good reason (each as defined in the
Executive Agreement), he will receive a severance amount equal to
the sum of his then current annual base salary plus the higher of
(i)the percentage of his annual base salary represented by his
current annual variable cash compensation opportunity or (ii)the
amount of variable cash compensation paid to him for the fiscal
year prior to termination. In such event, the executive also will
(i)vest in that portion of his equity awards with time-based
vesting that would have vested within the 12-month period
following his date of termination, (ii)be entitled to continued
health insurance coverage in accordance with the provisions of
COBRA for 12 months following his date of termination, and
(iii)receive 12 months of executive-level outplacement services.
In addition, the Executive Agreements provide for certain
benefits in the event that the executives employment is
terminated following a change in control of the Company
substantially consistent with the executives former Change in
Control Agreements. In the event that an executives employment is
terminated without cause or if he resigns his position for good
reason within the 12-month period following a change in control
(each as defined in the Executive Agreement), he will be entitled
to receive: (i)a lump sum payment equal to 150% the sum of (a)his
annual base salary and (b)his variable cash compensation target
for the then current fiscal year; (ii)continued health coverage
for 18 months; (iii)accelerated vesting of the unvested portion
of any equity awards; and (iv)18 months of executive-level
outplacement services. In the case of unvested equity awards with
performance-based vesting, each award will be deemed earned at
the time of the change in control based on actual achievement of
the relevant performance metric; provided, however, that the
shares deemed earned will remain subject to time-based vesting
over the remaining measurement period, subject to full vesting if
the executive is terminated without cause or resigns for good
reason following the change in control.
The severance payments and benefits described above are subject
to the execution of a separation and release agreement
containing, among other provisions, a general release of claims
in favor of the Company. The Executive Agreements do not provide
for any tax gross-up payments.
The foregoing summary of the Executive Agreements does not
purport to be complete and is subject to, and qualified in its
entirety by, the full text of the form of Executive Agreement, a
copy of which is filed as Exhibit 10.2 to this Current Report on
Form 8-K and is incorporated herein by reference.
Item9.01 Financial Statements and Exhibits.
|
ExhibitNo. |
Description |
|
| 10.1 |
Employment Agreement, dated January 18, 2017, by and between Citrix Systems, Inc. and Robert M. Calderoni |
|
| 10.2 |
Form of Executive Agreement with the Executive Officers of Citrix Systems, Inc. |
About CITRIX SYSTEMS, INC. (NASDAQ:CTXS)
Citrix Systems, Inc. develops and sells products and services that enable delivery of applications and data over public, private or hybrid clouds or networks, to virtually any type of device. The Company operates through two segments: Enterprise and Service Provider, and Mobility Apps. The Company’s Enterprise and Service Provider segment consists of Workspace Services and Delivery Networking products. Its Mobility Apps segment consists of Communications Cloud and Workflow Cloud products. The Company’s solutions offer secure, mobile workspaces that provide people with access to applications, desktops, data and communications, over any network or cloud. It markets and licenses its products directly to customers, over the Web, and through systems integrators (SIs), in addition to indirectly through value-added resellers (VARs), value-added distributors (VADs), original equipment manufacturers (OEMs) and service providers. CITRIX SYSTEMS, INC. (NASDAQ:CTXS) Recent Trading Information
CITRIX SYSTEMS, INC. (NASDAQ:CTXS) closed its last trading session 00.00 at 92.63 with 1,063,499 shares trading hands.