The following table sets forth certain information regarding beneficial ownership of our common stock as of February 28, 2014:

• by each person who is known by Citrix to beneficially own more than 5% of our outstanding shares of common stock;

• by each of our directors and nominees;
   
• by each of our executive officers named in the Summary Compensation Table set forth below under Executive and Director Compensation – Summary of Executive Compensation; and
   
• by all of our directors and executive officers as a group.

Section 16(a) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, requires our directors, executive officers and holders of more than 10% of our common stock to file with the Securities and Exchange Commission, or the SEC, initial reports of ownership and reports of changes in ownership of our common stock.

Based on our review of the copies of such filings for the year ended December 31, 2013, we believe that all Section 16(a) filing requirements were complied with during the year ended December 31, 2013, except that Brett M. Caine and Catherine Courage each filed one Form 4 reporting one reportable transaction later than required.

Our Board currently consists of nine members. At our 2013 annual meeting of stockholders, our stockholders approved an amendment to our Amended and Restated Certificate of Incorporation to declassify the Board and transition to annual elections of directors. The declassification will be phased in beginning with this Annual Meeting and will result in the Board being fully declassified, and all Board members standing for annual elections, beginning with our 2016 annual meeting of stockholders. Directors elected prior to this Annual Meeting will serve the remainder of their three-year unexpired terms and such directors (or their successors) will be elected for one-year terms thereafter. Directors elected at this meeting will serve a term of one year. The Board, upon the recommendation of the Nominating and Corporate Governance Committee, has nominated Robert D. Daleo, Murray J. Demo and Asiff S. Hirji and recommended that each be elected to the Board, each to hold office until the Annual Meeting of Stockholders to be held in the year 2015 and until his successor has been duly elected and qualified or until his earlier death, resignation or removal. Messrs. Daleo, Demo and Hirji are current

directors whose terms expire at this Annual Meeting. The Board is also composed of:

• three directors (Thomas F. Bogan, Nanci E. Caldwell and Gary E. Morin), whose terms expire upon the election and qualification of directors at the annual meeting of stockholders to be held in 2015; and
   
• three directors (Mark B. Templeton, Stephen M. Dow and Godfrey R. Sullivan), whose terms expire upon the election and qualification of directors at the annual meeting of stockholders to be held in 2016.

Mr. Bogan serves as the Chairperson of the Board of Directors.

The Board knows of no reason why any of the nominees would be unable or unwilling to serve, but if any nominee should for any reason be unable or unwilling to serve, the proxies will be voted for the election of such other person for the office of director as the Board may recommend in the place of such nominee. Unless otherwise instructed, the proxy holders will vote the proxies received by them for the nominees named below.

This proposal for the election of directors relates solely to the election of three directors nominated by our Board and does not include any other matters relating to the election of directors, including, without limitation, the election of directors nominated by any of our stockholders.

The following table sets forth the nominees to be elected at the Annual Meeting and our continuing directors, the year each such nominee or continuing director was first elected a director, the positions with Citrix currently held by each nominee and continuing director, and the year each nominee’s or continuing director’s current term will expire:

The following table sets forth our directors (including the nominees) and executive officers, their ages, and the positions currently held by each such person with Citrix. The biographical description below for each director nominee includes the specific experience, qualifications, attributes and skills that led to the conclusion by our Board that such person should serve as a director of Citrix. The biographical description of each director who is not

standing for election includes the specific experience, qualifications, attributes and skills that our Board would expect to consider if it were making a conclusion currently as to whether such person should serve as a director. The Board did not currently evaluate whether these directors should serve as directors, as the terms for which they have been previously elected continue beyond the Annual Meeting.

Mark B. Templeton has served as our President since January 1998 and as our Chief Executive Officer from June 2001 to the present. Mr. Templeton was on a temporary leave of absence from October 2013 to February 2014 due to the death of a family member in June 2013 and intends to retire within the next year, subject to naming his successor. He was elected to our Board in May 1998. Mr. Templeton is a member of the Board of Directors of Equifax, Inc., a publicly-traded credit reporting company. The Board believes Mr. Templeton’s qualifications to sit on our Board include his decades of experience in the software industry, including 16 years as our President and/ or Chief Executive Officer, and his deep understanding of our historical and current business strategies, objectives and products.

Catherine Courage has served as our Senior Vice President of Customer Experience since October 2012. Prior to this appointment, Ms. Courage served as our Vice President of Product Design from March 2009 to September 2012. From September 2004 to March 2009, Ms. Courage served as Director, User Experience for salesforce.com, Inc., a publicly-traded provider of cloud computing and social enterprise solutions.

Steve A. Daheb has served as our Senior Vice President and Chief Marketing Officer since January 2013. From December 2010 until joining Citrix, Mr. Daheb served as Chief Marketing Officer and Senior Vice President of Blue Coat Systems, Inc., a privately-held provider of Web security and WAN optimization solutions. Prior to that, Mr. Daheb served as Chief Marketing Officer and Senior Vice President of Business Development at Emulex Corporation, a publicly-traded provider of converged networking solutions for the data center, from November 2008 until December 2010. Mr. Daheb served as Senior Vice President, Marketing, OEM Sales and Business Development at Blue Arc Corporation (acquired by Hitachi Data Systems), a privately-held developer of storage networking devices, from January 2005 until November 2008.

David R. Friedman has served as our General Counsel and Senior Vice President, Human Resources, since April 2006 and also served as our Secretary from October 2002 to February 2008. From October 2002 to April 2006, Mr. Friedman served as our General Counsel, Corporate Vice President and Secretary.

David J. Henshall has served as our Executive Vice President and Chief Financial Officer beginning in September 2011 and as our Chief Operating Officer beginning in February 2014. Mr. Henshall was appointed Acting Chief Executive Officer and President during Mr. Templeton’s temporary leave of absence. From January 2006 to September 2011, Mr. Henshall served as our Senior Vice President and Chief Financial Officer, and from April 2003 to January 2006, he served as our Vice President and Chief Financial Officer.

Christopher Hylen has served as our Senior Vice President and General Manager, SaaS Division, since July 2013. Prior to joining Citrix, Mr. Hylen was the Senior Vice President and General Manager of Payment Solutions at Intuit, Inc., a publicly-traded provider of business and financial management solutions for small businesses, consumers and accounting professionals from August 2010 to July 2013. Mr. Hylen also served as Intuit’s Vice President Marketing Small Business Group from April 2010 to August 2010 and its Vice President Growth, Intuit Payment Solutions from September 2006 to May 2010. Prior to that, he served as Senior Vice President, Marketing and Product Management from April 2003 to September 2005 and Deputy Vice President Marketing from December 2001 to September 2005 at Automatic Data Processing, Inc., a publicly-traded company that provides business outsourcing solutions.

Alvaro J. Monserrat has served as our Senior Vice President, Sales and Services, since July 2008. From July 2007 to July 2008, Mr. Monserrat served as our Vice President of Channels and Emerging Products. Mr. Monserrat also served as our Vice President of North America Sales from October 2003 to July 2007, as our Vice President of Worldwide Field Services from March 2002 to October 2003, as our Vice President of Consulting Services from December 2001 to March 2002, and as Director of Consulting Services from February 2000 to December 2001.

Sudhakar Ramakrishna has served as our Senior Vice President and General Manager, Enterprise and Service Provider Division since March 2013. Mr. Ramakrishna is a member of the Board of Directors of Meru Networks, Inc., a publicly-traded provider of mobile access and Wi-Fi solutions. Prior to joining Citrix, Mr. Ramakrishna served as President of Products and Services at Polycom, Inc., a publicly-traded provider of unified communications and collaboration solutions, from February 2012 to March 2013.

Mr. Ramakrishna also served as Polycom’s Executive Vice President and General Manager, Unified Communications Solutions and Chief Development Officer from February 2011 to February 2012 and as Senior Vice President and General Manager, Unified Communications Products and Chief Development Officer from October 2010 to February 2011. Prior to joining Polycom, Mr. Ramakrishna served as Corporate Vice President and General Manager for Wireless Broadband Access Solutions and Software at Motorola, Inc., a mobile infrastructure company, from May 2007 to October 2010.

Thomas F. Bogan has served as a director of Citrix since January 2003 and as Chairperson of our Board since May 2005. Since July 2011, Mr. Bogan has served as a member of the Board of Directors of Parametric Technology Corporation, a publicly-traded company that develops, markets and supports product development software solutions. Mr. Bogan has also served on the Board of Directors of Rally Software Development Corp., a publicly-traded global provider of cloud-based solutions for managing Agile software development since December 2009. Since January 2010, Mr. Bogan has been a Venture Partner at Greylock Partners, a venture capital firm. From May 2004 to December 2009, Mr. Bogan was a Partner at Greylock Partners. Prior to serving at Greylock, Mr. Bogan was President of Rational Software, an S&P 500 enterprise software company, from 2000 until its sale to IBM in 2003. He previously had served Rational as its Chief Operating Officer and as General Manager of its testing business from 1996 to 2000. Prior to working at Rational, Mr. Bogan was President and Chief Executive Officer of two early stage technology companies that focused on networking and peripheral products. Mr. Bogan’s earlier background was in finance, and he served as a financial officer in public and private companies as well as positions in public accounting. The Board believes Mr. Bogan’s qualifications to sit on our Board include his decades of senior management experience in the software industry, both as a Chief Executive Officer and a venture capital investor, during which time he has gained significant strategic, operational and corporate governance expertise.

Nanci E. Caldwell has served as a director of Citrix since July 2008. Since 2005, Ms. Caldwell has served as a member of a number of Boards of both public and private technology companies, including current membership on the Board of Directors of Tibco Software Inc., a publicly-traded leading business integration and process management software company. During 2005 and 2006, Ms. Caldwell worked

as a project-based technology consultant. From April 2001 to December 2004, Ms. Caldwell was Executive Vice President and Chief Marketing Officer for PeopleSoft, Inc., a publicly-held human resource management software company, until it was acquired by Oracle Corporation, or Oracle, a publicly-traded software company, in December 2004. Ms. Caldwell also served as a member of the Board of Directors of Deltek, Inc., a publicly-traded enterprise management software company from 2005 to 2012, Network General, now NetScout Inc., a publicly-traded provider of integrated network performance management solutions, from 2005 to 2007 and Hyperion Solutions Corporation, a then publicly-traded provider of performance management software acquired by Oracle in 2007, from 2006 to 2007. The Board believes Ms. Caldwell’s qualifications to sit on our Board include her extensive experience with technology and software companies, including in the areas of sales and marketing, as well as her executive leadership and management expertise with publicly-traded companies.

Robert D. Daleo, has served as one of our directors since May 2013. Mr. Daleo has been a member of the Board of Directors of Equifax Inc., a publicly-traded global provider of information solutions and human resources business process outsourcing services, since 2006. Mr. Daleo retired as Vice Chairman of Thomson Reuters, a publicly-traded global provider of integrated information solutions to business and professional customers, in December 2012. Mr. Daleo was Executive Vice President and Chief Financial Officer of Thomson Reuters or its predecessors from 1998 through 2011, and a member of The Thomson Corporation board of directors from 2001 to April 2008. From 1994 to 1998, Mr. Daleo served in senior operations, planning, finance and business development positions with Thomson Reuters. Prior to joining The Thomson Corporation, he held various financial and operations positions with The McGraw-Hill Companies, Inc., a publicly-traded content and analytics provider, and Automatic Data Processing, Inc., a publicly-traded provider of business outsourcing solutions. The Board believes Mr. Daleo’s qualifications to sit on our Board include his extensive financial accounting, corporate finance, operations and business development expertise through his experience as chief financial officer of a large multinational company, as well as his board-level experience with Thomson Reuters.

Murray J. Demo has served as a director of Citrix since February 2005. Since May 2012, Mr. Demo has also served as a member of the Board of Directors of Xoom

Corporation, a publicly-traded global online money transfer provider. From May 2009 until June 2012, Mr. Demo served as Executive Vice President and Chief Financial Officer of Dolby Laboratories, a publicly-traded global leader in entertainment technologies. From September 2007 to June 2008, Mr. Demo served as Executive Vice President and Chief Financial Officer of LiveOps, a privately-held virtual call center company. Mr. Demo served as Executive Vice President and Chief Financial Officer of Postini, Inc., a security software company, from May 2007 until it was acquired by Google Inc. in September 2007. Mr. Demo served as Executive Vice President and Chief Financial Officer from April 2005 to May 2006, Senior Vice President and Chief Financial Officer from June 2000 to April 2005, Vice President and Corporate Controller from October 1999 to June 2000, Corporate Controller from July 1998 to October 1999, Senior Director of Finance, Product Divisions from February 1998 to July 1998 and Director of Operations Finance from August 1996 to February 1998 for Adobe Systems Incorporated, a computer software company. The Board believes Mr. Demo’s qualifications to sit on our Board include his extensive experience with finance and accounting matters for global organizations in the technology industry, including the experience that he has gained in his roles as Chief Financial Officer of publicly-traded companies.

Stephen M. Dow has served as a director of Citrix since July 1989 and served as our Board’s Chairperson from May 2002 to May 2005. Since 1983, Mr. Dow has served as a general partner of Sevin Rosen Funds, a venture capital investment firm. Mr. Dow served on the Board of Directors of Cytokinetics, Inc., a publicly traded biopharmaceutical company from 1998 to 2013. The Board believes Mr. Dow’s qualifications to sit on our Board include his experience in leading a venture capital investment firm, during which time he has gained significant expertise in evaluating investment opportunities and overseeing management development and operations of portfolio companies, as well as his deep understanding of Citrix’s organization and products.

Asiff S. Hirji has served as a director of Citrix since May 2006. Mr. Hirji is the Founder of Inflekxion LLC, a private capital and operating firm founded in 2013. Mr. Hirji has been a member of the Board of Directors of Advent Software, Inc., a publicly-traded provider of software and services for the global investment management industry since September 2011. From April 2007 to December 2013, Mr. Hirji served as a Partner of TPG Capital, L.P.,

a global private investment firm. From October 2006 to April 2007, Mr. Hirji served as the President, Client Group, of TD Ameritrade Holding Company, a publicly-traded provider of securities brokerage services. Mr. Hirji served as Chief Operating Officer of TD Ameritrade from July 2005 until October 2006 and as Chief Information Officer of Ameritrade from April 2003 until July 2005. The Board believes Mr. Hirji’s qualifications to sit on our Board include his extensive experience with global companies, his financial and investment expertise, and his years of experience providing strategic advice to complex organizations.

Gary E. Morin has served as a director of Citrix since January 2003. From September 2005 until March 2006, Mr. Morin served as Executive Vice President of Lexmark International, Inc., a publicly-traded laser and inkjet printer and supplies company. From January 2000 until September 2005, Mr. Morin served as Executive Vice President and Chief Financial Officer of Lexmark. Mr. Morin served as a director of Sealy Corp., a publicly-traded bedding manufacturer, from July 2006 to March 2013 and as a director of Infogroup Inc., a publicly-traded compiler of proprietary databases, from October 2008 until July 2010 when it was acquired by CCMP Capital Advisors. The Board believes Mr. Morin’s qualifications to sit on our Board include his years of executive experience in the technology industry and at publicly-traded companies, as well as his financial expertise.

Godfrey R. Sullivan has served as a director of Citrix since February 2005. Mr. Sullivan is the President, Chief Executive Officer and Chairman of Splunk Inc., a publicly-traded information technology search software company. Prior to Splunk, Mr. Sullivan worked for Hyperion Solutions Corporation, a then publicly-traded software company, where he served as President and Chief Operating Officer from 2001 through 2004 and as President and Chief Executive Officer from July 2004 until its acquisition by Oracle in April 2007. Mr. Sullivan served on the Board of Directors of Informatica Corporation, a publicly-traded data integration company from 2008 to June 2013. The Board believes Mr. Sullivan’s qualifications to sit on our Board include his decades of executive and operational experience, including as a Chief Executive Officer, with technology and software companies.

Our executive officers are elected by the Board on an annual basis and serve until their successors have been duly elected and qualified.

INDEPENDENCE OF MEMBERS OF OUR BOARD

Our Board has determined that each of our non-employee directors (Messrs. Bogan, Daleo, Demo, Dow, Hirji, Morin and Sullivan, and Ms. Caldwell) is independent within the meaning of the director independence standards of The Nasdaq Stock Market LLC, or Nasdaq, and the SEC, including Rule 10A-3(b)(1) under the Exchange Act. Furthermore, our Board has determined that each member of each of the committees of the Board is independent within the meaning of Nasdaq’s and the SEC’s director independence standards. In making this determination, our Board solicited information from each of our directors regarding whether such director, or any member of his or her immediate family, had a direct or indirect material interest in any transactions involving Citrix, was involved in a debt relationship with Citrix or received personal benefits outside the scope of such person’s normal compensation. The Board of Directors determined that there were no such relationships. Our Board considered the responses of our directors, and independently considered the commercial agreements, acquisitions, and other material transactions entered into by Citrix during 2013.

BOARD LEADERSHIP STRUCTURE

Our Corporate Governance Guidelines provide our Board with flexibility to select the appropriate leadership structure at a particular time based on the specific needs of our business and what is in the best interests of our stockholders. Our Corporate Governance Guidelines set forth our general policy that the positions of Chairperson of the Board and Chief Executive Officer, or CEO, will be held by different persons. In certain circumstances, however, our Board may determine that it is in our best interests for the same person to hold the positions of Chairperson and Chief Executive Officer. In such event, the Board will appoint an independent member of our Board as the Lead Independent Director. Our general policy is that the position of Chairperson or Lead Independent Director, as the case may be, will be held by an independent member of our Board. The Chairperson (or Lead Independent Director) will preside at executive sessions of the independent directors and will bear such further responsibilities as the full Board may designate from time to time.

Since 2002, we have separated the roles of Chairperson and Chief Executive Officer. Our Board believes that this leadership structure is appropriate for Citrix at the current time, as it provides an appropriate balance between the two roles. Our Chief Executive Officer is responsible for setting the strategic direction for Citrix and day-to-day leadership, while the Chairperson of our Board provides guidance to our Chief Executive Officer and presides over meetings of the full Board. Thus, our Board believes that the current structure balances the need for our Chief Executive Officer to run Citrix on a day-to-day basis, with the benefit provided to us by significant involvement of an independent member of our Board.

EXECUTIVE SESSIONS OF INDEPENDENT DIRECTORS

Executive sessions of the independent directors are held at least four times a year following regularly scheduled in-person meetings of our Board. Executive sessions do not include Mr. Templeton, and the Chairperson of our Board is responsible for chairing the executive sessions.

EXECUTIVE SUCCESSION PLANNING AND FORMATION OF SEARCH COMMITTEE

Our Board reviews our executive succession planning at least annually. Among other things, our Board analyzes the assumptions, processes and strategy for various succession events , including a Chief Executive Officer succession event, and reviews potential internal successor candidates.

In February 2014, Mark Templeton announced his intention to retire within the next year, subject to naming his successor. In connection with Mr. Templeton’s retirement and consistent with our existing succession planning process, our Board established a Search Committee to commence a search for a new Chief Executive Officer. In fulfilling its role, the Search Committee has retained Heidrick and Struggles, a leading professional services firm that provides executive search services, to help develop selection criteria, review candidates, conduct due diligence on qualified internal and external candidates and report to the Board regarding the status of the search for our next Chief Executive Officer.

CONSIDERATIONS GOVERNING DIRECTOR NOMINATIONS

Director Qualifications

The Nominating and Corporate Governance Committee of our Board is responsible for reviewing with the Board from time to time the appropriate qualities, skills and characteristics desired of members of the Board in the context of the needs of the business and current make-up of our Board. This assessment includes consideration of the following minimum qualifications that the Nominating and Corporate Governance Committee believes must be met by all directors:

• directors must be of the highest ethical character and share the values of Citrix as reflected in our Code of Business Conduct;
   
• directors must have reputations, both personal and professional, consistent with our image and reputation;
   
• directors must have a commitment to enhancing stockholder value and representing the long-term interests of our stockholders as a whole, not just one particular constituency;
   
• directors must have the ability to exercise sound business judgment based on an objective perspective;
   
• directors must have substantial business or professional experience in areas that are relevant to our business and be able to offer meaningful advice and guidance to our management based on that experience; and
   
• directors must have received a bachelor’s degree from a qualified institution.

The Nominating and Corporate Governance Committee also may consider numerous other qualities, skills and characteristics when evaluating director nominees, such as:

• an understanding of and experience in software, hardware or services, technology, accounting, governance, finance and/or marketing;
   
• leadership experience with public companies or other major complex organizations;
   
• experience on another public company board; and
   
• the specific needs of our Board and the Committees of our Board at that time.

Neither the Nominating and Corporate Governance Committee nor the Board has a policy mandating diversity in the selection of director nominees. However,

both may, and typically do, consider the diversity of background and experience of a director nominee in the context of the overall composition of the Board at that time. In general, the Nominating and Corporate Governance Committee seeks director nominees with the talents and backgrounds that provide the Board with an appropriate mix of knowledge, skills and experience for the needs of our business. The Nominating and Corporate Governance Committee and the Board discuss the composition of directors on our Board, including diversity of background and experience, as part of the annual Board evaluation process.

Process for Identifying and Evaluating Director Nominees

Our Board delegates the selection and nomination process to the Nominating and Corporate Governance Committee, with the expectation that other members of the Board, and of management, will be requested to take part in the process as appropriate. Generally, the Nominating and Corporate Governance Committee identifies candidates for director nominees in consultation with management, through the use of search firms or other advisors, through the recommendations submitted by stockholders or through such other methods as the Nominating and Corporate Governance Committee deems to be helpful to identify candidates. Once candidates have been identified, the Nominating and Corporate Governance Committee confirms that the candidates meet all of the minimum qualifications for director nominees established by the Nominating and Corporate Governance Committee.

The Nominating and Corporate Governance Committee may gather information about the candidates through interviews, detailed questionnaires, comprehensive background checks or any other means that the Nominating and Corporate Governance Committee deems to be helpful in the evaluation process. The Nominating and Corporate Governance Committee then meets as a group to discuss and evaluate the qualities and skills of each candidate, both on an individual basis and taking into account the overall composition and needs of our Board. Based on the results of the evaluation process, the Nominating and Corporate Governance Committee recommends candidates for the Board’s approval as director nominees for election to our Board. The Nominating and Corporate Governance Committee also recommends candidates to the Board for appointment to the committees of the Board.

Procedures for Recommendation of Director Nominees by Stockholders

The Nominating and Corporate Governance Committee will consider director nominee candidates who are recommended by our stockholders. Stockholders, in submitting recommendations to the Nominating and Corporate Governance Committee for director nominee candidates, shall follow the procedures described below.

Generally, the Nominating and Corporate Governance Committee must receive any such recommendation for nomination not later than the close of business on the 120th day nor earlier than the close of business on the 150th day prior to the first anniversary of the date the proxy statement was delivered to stockholders in connection with our preceding year’s annual meeting.

All recommendations for nomination must be in writing and include the following:

• name and address of the stockholder making the recommendation, as they appear on our books and records, and of such record holder’s beneficial owner;
   
• number of shares of our capital stock that are owned beneficially and held of record by such stockholder and such beneficial owner;
   
• name of the individual recommended for consideration as a director nominee;
   
• all other information relating to the recommended candidate that would be required to be disclosed in solicitations of proxies for the election of directors or is otherwise required, in each case pursuant to Regulation 14A under the Exchange Act, including the recommended candidate’s written consent to being named in the proxy statement as a nominee and to serving as a director if approved by our Board and elected; and
   
• a written statement from the stockholder making the recommendation stating why such recommended candidate meets Citrix’s criteria and would be able to fulfill the duties of a director.

Nominations must be sent to the attention of our Secretary by one of the two methods listed below:

By U.S. mail (including courier or expedited delivery service) to:

       Citrix Systems, Inc.
       851 West Cypress Creek Road
       Fort Lauderdale, FL 33309
       Attn: Secretary of Citrix Systems, Inc.

By facsimile to: (954) 267-2862

       Attn: Secretary of Citrix Systems, Inc.

Our Secretary will promptly forward any such nominations to the Nominating and Corporate Governance Committee. As a requirement for being considered for nomination to our Board, a candidate will need to comply with the following minimum procedural requirements:

• a candidate must undergo a comprehensive private investigation background check by a qualified firm of our choosing;
   
• a candidate must complete a detailed questionnaire regarding his or her experience, background and independence; and
   
• a candidate must submit to our Board a statement to the effect that (1) if elected, he or she will tender promptly following his or her election an irrevocable resignation effective upon his or her failure to receive the required vote for re-election at the next meeting at which he or she would face re-election, and (2) upon acceptance of his or her resignation by our Board, in accordance with our Corporate Governance Guidelines, he or she shall resign as a member of the Board.

Once the Nominating and Corporate Governance Committee receives the nomination of a candidate and the candidate has complied with the minimum procedural requirements above, such candidacy will be evaluated and a recommendation with respect to such candidate will be delivered to our Board.

POLICY GOVERNING SECURITY HOLDER COMMUNICATIONS WITH OUR BOARD

Members of our management team regularly meet with security holders to discuss a broad range of topics, including our governance and compensation practices. In addition, our Board provides to every security holder the ability to communicate with the Board as a whole and with individual directors on the Board through an established process for security holder communication as follows:

• For communications directed to our Board as a whole, security holders may send such communications to the attention of the Chairperson of the Board by one of the two methods listed below:

By U.S. mail (including courier or expedited delivery service) to:

Citrix Systems, Inc.
851 West Cypress Creek Road
Fort Lauderdale, FL 33309
Attn: Chairperson of the Board of Directors, c/o Secretary

By facsimile to: (954) 267-2862

Attn: Chairperson of the Board of Directors, c/o Secretary

• For security holder communications directed to an individual director in his or her capacity as a member of our Board, security holders may send such communications to the attention of the individual director by one of the two methods listed below:

By U.S. mail (including courier or expedited delivery service) to:

Citrix Systems, Inc. 
851 West Cypress Creek Road 
Fort Lauderdale, FL 33309 Attn: [Name of the director], 
c/o Secretary

By facsimile to: (954) 267-2862

Attn: [Name of the director], c/o Secretary

We will forward any such security holder communication to the Chairperson of the Board, as a representative of the Board, or to the director to whom the communication is addressed, on a periodic basis. We will forward such communications by certified U.S. mail to an address specified by each director and the Chairperson of the Board for such purposes or by secure electronic transmission.

POLICY GOVERNING DIRECTOR ATTENDANCE AT ANNUAL MEETINGS OF STOCKHOLDERS

We conduct an annual meeting of stockholders, and all directors are offered the opportunity to attend at our expense. Two members of our Board of Directors attended our annual meeting of stockholders held in 2013.

BOARD EVALUATION PROGRAM

Our Board annually undertakes a formal evaluation process consisting of an overall Board evaluation, committee evaluations, and peer evaluations by each member. As part of the evaluation process, our Board assesses its structure, processes, culture and effectiveness. The evaluation process also includes consideration of the appropriate Board size, committee composition and the technical, business and organizational skills that may be required of future Board members.

CODE OF ETHICS

We have adopted a “code of ethics,” as defined by regulations promulgated under the Securities Act of 1933, as amended, and the Exchange Act, which we refer to as our Code of Business Conduct and which applies to all of our directors and employees worldwide, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. A current copy of our Code of Business Conduct is available in the Corporate Governance section of our website at http://www.citrix.com/about/governance.html.

A copy of our Code of Business Conduct may also be obtained, free of charge, upon a request directed to: Citrix Systems, Inc., 851 West Cypress Creek Road, Fort Lauderdale, Florida 33309, Attention: Investor Relations. We intend to disclose any amendment to or waiver of a provision of our Code of Business Conduct, to the extent required by rules and regulations, that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, by posting such information on our website, available at http://www.citrix.com/about/governance.html.

For more corporate governance information, you are invited to access the Corporate Governance section of our website available at http://www.citrix.com/about/governance.html.

RISK OVERSIGHT

Assessing and managing risk is the responsibility of Citrix’s management. Our Board oversees and reviews certain aspects of our risk management efforts. Our Board is involved in risk oversight through direct decision-making authority with respect to significant matters and the oversight of management by the Board and its committees. Among other areas, the Board is directly involved in overseeing risks related to our overall corporate strategy, including product, go-to-market and sales strategy, executive officer succession, IT security, business continuity, crisis preparedness and competitive and reputational risks.

The committees of the Board execute their oversight responsibility for risk management as follows:

• The Audit Committee has responsibility for overseeing our internal financial and accounting controls, work performed by our independent registered public accounting firm and our internal audit function. As part of its oversight function, the Audit Committee regularly discusses with management and our independent registered public accounting firm our major financial and controls-related risk exposures and steps that management has taken to monitor and control such exposures. In addition, we have, under the supervision of the Audit Committee, established procedures available to all employees for the anonymous and confidential submission of complaints relating to any matter to encourage employees to report questionable activities directly to our senior management and the Audit Committee.
    
• The Finance Committee is responsible for overseeing risks related to our investments, financing activities and world-wide insurance programs.
   
• The Compensation Committee is responsible for overseeing risks related to our cash and equity-based compensation programs and practices as well as for evaluating whether our compensation plans encourage participants to take excessive risks that are reasonably likely to have a material adverse effect on Citrix. For a detailed discussion of our efforts to manage compensation related risks, see Compensation Related Risk Assessment below.
   
• The Nominating and Corporate Governance
  Committee is responsible for overseeing risks related to the composition and structure of our Board and

its committees and our corporate governance. In this regard, the Nominating and Corporate Governance Committee conducts an annual evaluation of the Board and its committees, plans for Board member and executive officer succession and reviews transactions between Citrix and our officers, directors, affiliates of officers and directors, or other related parties for conflicts of interest.
 

• The Strategy Committee is responsible for overseeing risks related to our significant strategic transactions, including mergers and acquisitions and licensing transactions.

Currently, the roles of Chairperson of the Board and Chief Executive Officer are held by separate individuals. We believe that this leadership structure helps facilitate the Board’s risk oversight function. For example, our Chief Executive Officer, in his dual role as the member of management responsible for setting the overall strategic direction of Citrix and as a member of the Board, can provide valuable insight to the Board concerning the strategic risks facing Citrix while our independent Chairperson provides independent leadership of the Board’s risk oversight responsibilities.

We maintain a risk management program to identify, scope, communicate and manage risks across Citrix. Our Internal Audit team facilitates the program through a cross-functional committee acting with executive sponsorship. The committee’s key functions are to assess and prioritize risks that we face and to monitor certain of our risk management programs. The Audit Committee receives a report concerning our risk management efforts on an annual basis.

COMPENSATION RELATED RISK ASSESSMENT

We believe that our executive and employee compensation plans are appropriately structured so as not to incent excessive risk taking and are not reasonably likely to have a material adverse effect on our business. In particular, the Compensation Committee considered the following aspects of our compensation plans and policies when evaluating these areas:

• Our base salary component of compensation does not encourage risk taking because it is a fixed amount.
   
• Our Board annually approves a corporate operating plan with goals that it believes are appropriate and reasonable in light of past performance and current

market conditions. Our annual operating plan is the basis for the performance targets in our annual variable cash compensation plans.
 
• For our executive variable cash compensation plans, awards are based on the achievement of at least two objective performance measures, thus diversifying the risk associated with any single indicator of performance.
   
• For our variable cash compensation plans, we select performance measures that we believe are less susceptible to manipulation (for example, non-GAAP operating income) than other performance measures that we could select (for example, non-GAAP earnings per share).
   
• We model amounts payable under proposed variable cash compensation plan structures against various scenarios and assess those payouts as a percentage of non-GAAP earnings per share, non-GAAP corporate operating income and other variables.
   
• All of our executive and corporate variable cash compensation plans are capped at 200% of target awards so as to prevent award payments in excess of specific returns to the business and our stockholders, even if we dramatically exceed our performance or financial targets.
   
• Assuming achievement of a threshold level of performance, payouts under our performance-based plans if target performance metrics are not achieved

result in some compensation at levels below full target achievement, rather than an “all-or-nothing” approach, which could engender excessive risk taking.
 
• We have implemented a market performance – based restricted stock unit program, which awards our executives with restricted stock units based on the total return to our stockholders over a three-year period compared to the return on the Nasdaq Composite Total Return Index, thereby providing executives with strong incentives to increase stockholder value over the long-term. This program is capped at 200% of target awards to prevent excessive compensation even if we dramatically outperform the Index, and the awards fully vest only at the end of the three-year performance period.
   
• The Compensation Committee, or in the case of our President and Chief Executive Officer, the independent members of our Board, determine achievement levels under our variable cash compensation plan and performance-vesting restricted stock unit awards after reviewing the company’s performance.
   
• Our executive stock ownership policy requires executives to hold significant levels of stock, which aligns an appropriate portion of their personal wealth to our long-term performance.

BOARD OF DIRECTORS

Our Board met 12 times during the year ended December 31, 2013. Each of the directors attended at least 75% of the aggregate of the total number of meetings of our Board and the total number of meetings of all committees of our Board on which he or she served during fiscal 2013, except for Mr. Templeton who attended eight of 12 (or 67%) of such meetings. Mr. Templeton attended all meetings of the Board during the year prior to his decision to take a temporary leave of absence in 2013. As disclosed in our Current Report on Form 8-K filed with the SEC of October 16, 2013, Mr. Templeton’s leave of absence stemmed from a death in his immediate family in 2013. Our Board has standing Audit, Compensation, Finance, Nominating and Corporate Governance and Strategy committees. The Board also formed a Search Committee in connection with Mark Templeton’s forthcoming retirement as described below in more detail. Each of the Audit, Compensation, Finance, Nominating and Corporate Governance and Strategy committees have a written charter that has been approved by the Board. Each committee reviews the appropriateness of its charter at least annually.

On May 7, 2013, the Board, based on the recommendation of the Nominating and Corporate Governance Committee, appointed Robert D. Daleo as a director of Citrix. Mr. Daleo was subsequently appointed to the Audit and Finance Committees based upon his professional background and areas of expertise.

AUDIT COMMITTEE

The Audit Committee currently consists of Messrs. Daleo, Demo (Chair), Dow, Hirji and Sullivan. Each of Messrs. Demo, Dow, Hirji and Sullivan served on the Audit Committee throughout 2013 and Mr. Daleo was appointed to the Audit Committee in October 2013. Our Board has determined that each member of the Audit Committee meets the independence requirements promulgated by Nasdaq and the SEC, including Rule 10A-3(b)(1) under the Exchange Act. In addition, our Board has determined that each member of the Audit Committee is financially literate and that each of Messrs. Demo and Daleo qualify as an “audit committee financial expert” under the rules of the SEC. Stockholders should understand that this designation is a disclosure requirement of the SEC related to Messrs. Demo’s and Daleo’s experience and understanding with

respect to certain accounting and auditing matters. The designation does not impose upon Messrs. Demo and Daleo any duties, obligations or liabilities that are greater than those generally imposed on them as members of the Audit Committee and the Board, and their designations as audit committee financial experts pursuant to this SEC requirement does not affect the duties, obligations or liabilities of any other member of the Audit Committee or the Board.

The Audit Committee met nine times during the year ended December 31, 2013. The Audit Committee operates under a written charter adopted by our Board, a current copy of which is available in the Corporate Governance section of our website at http://www.citrix.com/about/governance.html.

As described more fully in its charter, the Audit Committee oversees our accounting and financial reporting processes, internal controls and audit functions. In fulfilling its role, the Audit Committee:

• reviews the financial reports and related disclosure provided by us to the SEC, our stockholders or the general public;
   
• reviews our internal financial and accounting controls;
   
• oversees the appointment, compensation, retention and work performed by any independent registered public accounting firms we engage;
   
• oversees procedures designed to improve the quality and reliability of the disclosure of our financial condition and results of operations;
   
• oversees our internal audit function;
   
• serves as the Qualified Legal Compliance Committee of Citrix in accordance with Section 307 of the Sarbanes-Oxley Act of 2002, and the related rules and regulations promulgated by the SEC;
   
• recommends, establishes and monitors procedures designed to facilitate (1) the receipt, retention and treatment of complaints relating to accounting, internal accounting controls or auditing matters, and (2) the receipt of confidential, anonymous submissions by employees of concerns regarding questionable accounting or auditing matters;

• engages advisors as necessary; and
   
• determines the funding from us that is necessary or appropriate to carry out the Audit Committee’s duties.

FINANCE COMMITTEE

The Finance Committee currently consists of Messrs. Daleo, Demo (Chair), Dow, Hirji and Sullivan. Each of Messrs. Demo, Dow, Hirji and Sullivan served on both the Finance Committee and the Audit Committee throughout 2013 and Mr. Daleo was appointed to the Finance Committee in October 2013.

Our Board has determined that each member of the Finance Committee meets the independence requirements promulgated by Nasdaq. Because the members of the Finance Committee serve on the Audit Committee, the Finance Committee met jointly with the Audit Committee four times during the year ended December 31, 2013. The Finance Committee operates under a written charter adopted by our Board, a current copy of which is available at the Corporate Governance section of our website at http://www.citrix.com/about/governance.html.

As described more fully in its charter, the Finance Committee advises the Board and, in certain instances, acts on behalf of our Board, on matters relating to our investment policies, financing activities and world-wide insurance programs.

COMPENSATION COMMITTEE

The Compensation Committee currently consists of Messrs. Bogan and Morin (Chair), and Ms. Caldwell, each of whom served on the Compensation Committee throughout 2013.

Our Board has determined that each of the members of the Compensation Committee is independent as defined by the Nasdaq rules. In addition, each member of the Compensation Committee is an “outside director” as defined in Section 162(m) of the Code, and is a “non-employee” director as defined under Section 16 of the Exchange Act. The Compensation Committee met five times during the year ended December 31, 2013. The Compensation Committee operates under a written charter adopted by our Board, a current copy of which is available in the Corporate Governance section of our website at http://www.citrix.com/about/governance.html.

As described more fully in its charter, the Compensation Committee is responsible for determining and making recommendations with respect to all forms of compensation to be granted to our executive officers and

producing an annual report on executive compensation for inclusion in the proxy statement for our annual meeting of stockholders in accordance with applicable rules and regulations.

In fulfilling its role, the Compensation Committee also:

• reviews and makes recommendations to our management on company-wide compensation programs and practices;
   
• approves the salary, variable cash, equity-based and other compensation arrangements of our senior executive officers reporting directly to our President and Chief Executive Officer;
   
• recommends, subject to approval by the entire Board, the salary, variable cash, equity-based and other compensation arrangements of our President and Chief Executive Officer;
   
• appoints, retains, compensates, terminates and oversees the work of any independent experts, consultants and other advisers, reviews and approves the fees and retention terms for such experts, consultants and other advisers and considers at least annually the independence of such consultants;
   
• considers the independence of and potential conflicts of interests with compensation consultants, legal counsel or other advisors, including based on factors required to be considered by the SEC or Nasdaq;
   
• establishes policies and procedures for the grant of equity-based awards and periodically reviews our equity award grant policy;
   
• recommends, subject to approval by the entire Board, any equity-based plans and any material amendments to those plans;
   
• evaluates whether our compensation plans encourage participants to take excessive risks that are reasonably likely to have a material adverse effect on Citrix;
   
• evaluates our compensation philosophy and reviews actual compensation for consistency with our compensation philosophy;
   
• reviews and recommends for inclusion in our annual proxy statement the Compensation Discussion and Analysis section; and
   
• reviews and evaluates, on a periodic basis, our stock ownership guidelines for directors and executive officers and recommends any modifications to such guidelines to the Board for its approval.

The Compensation Committee has the authority to engage its own outside advisors, including experts in particular areas of compensation, as it determines appropriate, apart from counsel or advisors hired by management. In 2013, the Compensation Committee retained Radford Consulting, an independent compensation consultant, which we refer to as Radford, to assist the committee in evaluating the compensation of our executive officers and directors.

Our Corporate Governance Guidelines and the charter of the Compensation Committee provide that any independent compensation consultant, such as Radford, engaged by the Compensation Committee works for the Compensation Committee, not our management, with respect to executive and director compensation matters. Please read the Compensation Discussion and Analysis included in this Proxy Statement for additional information on the role of, and amounts paid to, Radford in the compensation review process.

NOMINATING AND CORPORATE GOVERNANCE COMMITTEE

The Nominating and Corporate Governance Committee currently consists of Messrs. Bogan (Chair), Dow and Sullivan, each of whom served on the Nominating and Corporate Governance Committee throughout 2013.

Our Board has determined that each member of the Nominating and Corporate Governance Committee meets the independence requirements promulgated by Nasdaq. The Nominating and Corporate Governance Committee met four times during the year ended December 31, 2013. The Nominating and Corporate Governance Committee operates under a written charter adopted by our Board, a current copy of which is available at the Corporate Governance section of our website at http://www.citrix.com/about/governance.html.

As described more fully in its charter, the Nominating and Corporate Governance Committee:

• reviews and makes recommendations to our Board regarding the Board’s composition and structure;
   
• establishes criteria for membership on the Board and evaluates corporate policies relating to the recruitment of members of the Board;
   
• recommends to our Board the nominees for election or re-election as directors at our annual meeting

of stockholders;
 

• reviews policies and procedures with respect to transactions between Citrix and our officers, directors, affiliates of officers and directors, or other related parties; and
   
• establishes, implements and monitors policies and processes regarding principles of corporate governance in order to assist the Board in complying with its fiduciary duties to us and our stockholders. As described above in the section entitled Procedures for Recommendation of Director Nominees by Stockholders, the Nominating and Corporate Governance Committee will consider nominees recommended by stockholders.

STRATEGY COMMITTEE

The Strategy Committee currently consists of Messrs. Bogan, Demo and Dow (Chair), each of whom served on the Strategy Committee throughout 2013.

Our Board has determined that each member of the Strategy Committee meets the independence requirements promulgated by Nasdaq. The Strategy Committee met two times during the year ended December 31, 2013. The Strategy Committee operates under a written charter adopted by our Board, a current copy of which is available at the Corporate Governance section of our website at http://www.citrix.com/about/governance.html.

As described more fully in its charter, the Strategy Committee is responsible for overseeing matters relating to potential mergers, acquisitions, divestitures and other key strategic transactions outside the ordinary course of our business.

In fulfilling its role, the Strategy Committee also:

• reviews, and provides guidance to management and our Board with respect to, our strategy for corporate strategic transactions;
   
• assists management and our Board with the review of proposals made by management for corporate strategic transactions, when and as appropriate;
   
• periodically reviews with management prospective candidates for corporate strategic transactions, when and as appropriate;
   
• reviews periodic reports from management on completed corporate strategic transactions;

• reviews, considers and makes recommendations to our Board regarding corporate strategic transactions having a transaction price as estimated by management to be greater than that delegated to management under any delegation of authority from our Board;
   
• provides periodic reports to our Board of any corporate strategic transactions being considered, or authorized and approved, by management;
   
• notifies the Nominating and Corporate Governance Committee of any conflict of interest or related party transaction that comes to the attention of the Committee in the exercise of its duties under the charter; and
   
• is authorized to appoint, retain, terminate and oversee the work of any advisors and approve such advisors’ fees and retention terms.

SEARCH COMMITTEE

As noted above, in February 2014, our Chief Executive Officer, Mark Templeton, announced his intention to retire, subject to naming his successor. In connection with Mr. Templeton’s retirement, our Board formed a Search Committee to lead the search process to identify our next Chief Executive Officer.

The Search Committee currently consists of Messrs. Bogan (Chair), Dow and Sullivan, each of whom have served on the Search Committee since its formation. The Search Committee did not meet during the year ended December 31, 2013.

In fulfilling its role, the Search Committee will:

• develop selection criteria;
   
• review internal and external candidates;
   
• conduct due diligence on qualified candidates; and
   
• report to the Board regarding the status of the search for our next Chief Executive Officer.

The Search Committee has retained Heidrick and Struggles to assist it with the succession process.

REPORT OF THE AUDIT COMMITTEE

The Audit Committee oversees the accounting and financial reporting processes of Citrix and the audits of the consolidated financial statements of Citrix on behalf of the Board of Directors. In fulfilling its oversight responsibilities, the Audit Committee reviewed with management the audited consolidated financial statements in Citrix’s Annual Report on Form 10-K for the year ended December 31, 2013, and discussed with management the quality, not just the acceptability, of the accounting principles, the reasonableness of significant estimates and judgments, critical accounting policies and accounting estimates resulting from the application of these policies, and the substance and clarity of disclosures in the financial statements, and reviewed Citrix’s disclosure controls and procedures and internal control over financial reporting.

The Board of Directors has determined that each member of the Audit Committee meets the independence requirements promulgated by Nasdaq and the SEC, including Rule 10A-3(b)(1) under the Exchange Act. Messrs. Demo and Daleo each qualify as an “audit committee financial expert” under the rules of the SEC.

The Audit Committee has reviewed Citrix’s audited consolidated financial statements at December 31, 2013 and 2012 and for each of the years in the three-year period ended December 31, 2013 and has discussed them with both management and Ernst & Young. The Audit Committee also discussed with Ernst & Young the overall scope and plan for their annual audit for 2013. The Audit Committee met separately with Ernst & Young in its capacity as Citrix’s independent registered public accountants, with and without management present, to discuss the results of Ernst & Young’s procedures, its evaluations of Citrix’s internal control over financial reporting, and the overall quality of its financial reporting, as applicable.

The Audit Committee reviewed and discussed with Ernst & Young the matters required to be discussed by Auditing Standard No. 16, Communications with Audit Committees, as adopted by the Public Company Accounting Oversight Board, or PCAOB. In addition, the Audit Committee has reviewed the services provided by Ernst & Young and discussed with Ernst & Young its independence from management and Citrix, including the matters in the written disclosures and letter from independent accountants required by PCAOB Rule 3526 and considered the compatibility of non-audit services with the registered public accountants’ independence.

Based on the Audit Committee’s review of the financial statements and these reviews and discussions referred to above, it concluded that it would be reasonable to recommend, and on that basis did recommend, to the Board of Directors that the audited consolidated financial statements be included in Citrix’s Annual Report on Form 10-K for the year ended December 31, 2013.

No portion of this Audit Committee Report shall be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, through any general statement incorporating by reference in its entirety the Proxy Statement in which this report appears, except to the extent that Citrix specifically incorporates this report or a portion of it by reference. In addition, this report shall not be deemed filed under either the Securities Act of 1933, as amended or the Securities Exchange Act of 1934, as amended.

Respectfully submitted by the Audit Committee,

Murray J. Demo (Chair)
Robert D. Daleo
Stephen M. Dow
Asiff S. Hirji
Godfrey R. Sullivan

PURPOSE OF COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis provides comprehensive information about the 2013 compensation for the following executive officers (who we refer to as our Named Executive Officers):

• Mark B. Templeton, President and Chief Executive Officer
   
• David J. Henshall, Executive Vice President and Chief Financial Officer (and our Chief Operating Officer as of February 2014)
   
• Steve A. Daheb, Senior Vice President and Chief Marketing Officer
   
• Alvaro J. Monserrat, Senior Vice President, Sales and Services
   
• Sudhakar Ramakrishna, Senior Vice President and General Manager, Enterprise and Service Provider Division

OBJECTIVES OF OUR EXECUTIVE COMPENSATION
PROGRAMS

The compensation that we offer our executives is designed to reflect our principles of integrity, fairness and transparency – concepts that have continually underscored the design and delivery of the compensation opportunity at Citrix. We believe our compensation programs should emphasize sustainable corporate growth through a pay-for-performance orientation and a commitment to both operational and organizational execution. We also believe that lavish perquisites, excessive severance and bonuses unrelated to performance are inconsistent with our executive compensation principles. Furthermore, while the establishment of variable compensation targets for our executives necessarily involves judgment, the actual payouts against those targets are based on predetermined, objective financial criteria reflective of our annual operating plan or total stockholder return and indicative of positive business growth.

For more than a decade, the objectives of our executive compensation programs have been to:

• provide competitive compensation that attracts, retains and engages high-performing talent; and

• align the long-term interests of executives with those of our stockholders by linking a significant portion of total cash and equity compensation to company performance.

These objectives still hold true today and are reflected in the compensation decisions we made in 2013.

YEAR IN REVIEW

2013 Financial and Strategic Performance

Our financial performance for fiscal year 2013 resulted in our annual revenues increasing approximately 13% to $2.92 billion, as compared to $2.59 billion in the previous year. Net income for 2013 was $340 million, or $1.80 per diluted share, compared to $353 million, or $1.86 per diluted share, in 2012.

Among the strategic objectives that we accomplished in 2013 were the following:

• we generated $928 million of cash flow from operations, up 13% year over year;
   
• we returned $437 million to shareholders in the form of stock repurchases;
   
• we grew deferred revenue by 18% to $1.4 billion;
   
• we entered the Enterprise Mobility Management market with a differentiated solution for managing devices, applications and data;
   
• we grew our Networking and Cloud business 28% year over year, outpacing the market;
   
• we grew our cloud-based data sharing service over 60% year over year; and
   
• we completed a record number of $1 million-plus transactions.

Further, our balance sheet remains strong, with a cash and marketable securities balance at the end of 2013 of approximately $1.6 billion. All of this contributed to a total stockholder return of approximately 168% over the five-year period ended on December 31, 2013.

2013 Compensation Planning

As in prior years, we followed our established annual process of compensation analysis and planning and full Board engagement in the evaluation and review of the compensation of our Chief Executive Officer. Further, coming-off a strong 2012 with 17% revenue growth, early in 2013 our Compensation Committee and Board established our executive compensation plans, including performance and payout targets. This included modeling and assessment of the structural design elements of our executive compensation program to ensure that we administer plans that engage and motivate our executives while providing suitable controls and protection for the business and our stockholders. In 2013, we again based payouts under our variable cash compensation program on objective financial targets emphasizing revenue achievement and operating efficiency. In addition, we retained payout slopes in our variable cash compensation program that appropriately reward overachievement and penalize underachievement. Consistent with our philosophy, we made no discretionary adjustments to our performance targets for our Chief Executive Officer or any other executive officer.

Our historical success and the unique skills of our executives in the new and meaningful mobile workstyles and cloud computing markets make our executives highly attractive candidates for roles at larger companies or more senior roles at smaller companies. Because of their unique skills and the highly competitive landscape of our industry for talent, in 2013 we modestly increased the total target cash compensation (the aggregate of base salary and variable cash compensation) of our Named Executive Officers by approximately 6.8% on average, other than Messrs. Daheb and Ramakrishna, who were new hires in 2013 and not eligible for an increase. These increases were determined based on each executive’s 2012 operational, financial and strategic accomplishments and an assessment of each executive’s overall performance. To further align the interests of our executives with those of our stockholders, and to encourage retention of our talent, we continue to provide a significant portion of our Named Executive Officer’s total compensation through performance-based elements that are closely tied to long-term company performance.

Our current executive compensation program is structured to align at least 50% of an executive’s annual compensation directly with company performance as depicted below.

Specifically, for 2013, we targeted our Chief Executive Officer and Named Executive Officers to have 11.1% and 13.7%, respectively, of their total compensation tied to actual corporate revenue and operating margin results and 39.8% and 36.3%, respectively, tied to ongoing three year spans of total shareholder return relative to industry peers. This results in increases or decreases in total compensation paid depending on our performance.

Consistent with our actual performance for 2013, awards under our variable cash compensation plan paid-out only 58.8% of its target variable cash compensation amount. This resulted in our Chief Executive Officer receiving 32.7% less variable cash compensation in 2013 than in 2012 with his total cash compensation falling 16.1%. For our other Named Executive Officers who were with Citrix in 2012, they received, on average, 31.9% less variable cash compensation in 2013 than in 2012 with their total cash compensation falling 11.6%.

Executive Recruitment

As announced in September 2012, Wes Wasson, our former Chief Marketing Officer, stepped down from his marketing leadership role and in 2013 Gordon Payne, our former Senior Vice President, Solutions, left Citrix. In connection with these departures, we transitioned leadership of our marketing organization and product divisions to new executives in 2013.

We were successful in recruiting highly qualified and experienced executives to fill these roles. To attract and retain these individuals, we awarded these new executives service-based restricted stock unit awards that vest over three years, which is consistent with market practice for executive new hires.

Steve Daheb, formerly Chief Marketing Officer and Senior Vice President of Blue Coat Systems, Inc., joined us as Senior Vice President and Chief Marketing Officer in January 2013. Mr. Daheb’s initial compensation package included a new hire award of 35,000 service-based restricted stock units. The Compensation Committee, with Radford’s assistance, considered benchmarking data for new hire equity awards and other compensation for Chief Marking Officer positions as well as Mr. Daheb’s compensation at his previous position when determining his compensation, including his new hire service-based restricted stock unit award.

Sudhakar Ramakrishna, formerly President of Products and Services at Polycom, Inc., joined us as Senior Vice President and General Manager, Enterprise and Service Provider Division in March 2013. Mr. Ramakrishna’s initial compensation package included a new hire award of 55,000 service-based restricted stock units. The Compensation Committee, with Radford’s assistance, considered benchmarking data for new hire equity awards and other compensation for similar senior vice president roles, Mr. Ramakrishna’s compensation at his previous position, as well as significant equity compensation that he forfeited when left his previous employer when determining his compensation including his new hire service-based restricted stock unit award.

Neither executive received any special or bonus cash compensation upon joining Citrix. Further, both Messrs. Daheb and Ramakrishna were provided a prorated variable cash award at the end of 2013 consistent with actual company performance results. During the annual compensation planning cycle that followed their commencement of employment with Citrix, both executives were provided a market performance-based award that was smaller than the new hire service-based awards to begin their participation in our performance-based equity plan. Each of Messrs. Daheb and Ramakrishna received 6,338 market performance-based restricted stock units at the end of March 2013.

Chief Executive Officer Transition

Beginning in October 2013, our President and Chief Executive Officer, Mark Templeton, was on a temporary leave of absence due to the death of a family member in June 2013. He returned as President and Chief Executive Officer in February 2014; and upon his return, announced his intention to retire within the next year, subject to his successor being named. Mr. Henshall, who served as Acting Chief Executive Officer during Mr. Templeton’s leave assumed significantly expanded responsibilities in connection with Mr. Templeton’s leave to ensure a continuity of leadership, operations and strategy. Mr. Henshall was promoted to Chief Operating Officer upon Mr. Templeton’s return and retained a portion of the executive responsibilities that he assumed during Mr. Templeton’s absence. Mr. Henshall also continued his role as Chief Financial Officer, with responsibility for our finance, accounting and information technology organizations.

In recognition of Mr. Henshall’s increased responsibility and duties as Acting Chief Executive Officer, while continuing his role as Chief Financial Officer, in 2014 the Board of Directors awarded Mr. Henshall a cash bonus of $500,000. In determining the amount of the cash bonus awarded to Mr. Henshall, the Compensation Committee and the Board considered benchmarking data of the compensation of chief executives of similar organizations and tenure, subtracted Mr. Henshall’s then current compensation as Chief Financial Officer, and took into account the time Mr. Henshall assumed additional responsibilities in connection with Mr. Templeton’s leave of absence.

ELEMENTS OF COMPENSATION

The elements of compensation that we use to accomplish our objectives include:

• base salary;
   
• variable cash compensation;
   
• equity-based long-term incentives; and
   
• benefits.

We considered each of these items in determining the individual compensation package for our executive officers.

As our organization grows, our pipeline of internal candidates for long term succession develops and as we recruit for talent, leadership and experience outside our organization, we will have differing levels of compensation

among members of our executive leadership. Specifically, new Named Executive Officers and other senior executives joining in 2013 bring a range of experience across industry sectors, with innovative market management and leadership profiles. This, combined with the inherent differences in market values of roles found in the external marketplace for each of our Named Executive Officers, produces a range of compensation levels across our leadership ranks.

COMPENSATION EVALUATION PROCESSES AND CRITERIA

Evaluation Process

The compensation packages for our executive officers are reviewed by our Compensation Committee and include an analysis of all elements of compensation separately and in the aggregate. In 2013, Radford was retained as the Compensation Committee’s independent adviser to provide advisory services to aid the Compensation Committee in its oversight of executive compensation. In addition, our legal, finance and human resources departments support the Compensation Committee in its work and act in accordance with the direction given to them to administer our compensation programs.

Throughout 2013, the Compensation Committee held meetings with management, our human resources department and representatives of Radford to:

• review our compensation objectives;
   
• review the actual compensation of our executive officers for consistency with our objectives;
   
• analyze trends in executive compensation;
   
• assess our variable cash compensation structure, as well as the plan components and mechanics, to ensure an appropriate correlation between pay and performance with resulting compensation opportunities that balance returns to the business and our stockholders (this included, among other things, modeling amounts payable under proposed plan structures against various scenarios, and assessing those payouts as a percentage of non-GAAP earnings per share and non-GAAP corporate operating income and other variables);
   
• assess our equity-based awards programs against our objectives of executive engagement, retention and alignment
  with stockholder interests;
   
• benchmark our executive cash compensation and equity-based awards programs, and assess our pay versus performance against our peer group; and

• review recommendations for 2013 compensation for appropriateness relative to our compensation objectives.

Beginning in August 2012, and at several meetings throughout the first quarter of 2013, the Compensation Committee reviewed proposed compensation programs and packages for our executive officers for 2013, which were prepared by management and evaluated by our finance department for alignment with our operating plan. In March 2013, the Compensation Committee approved the proposed 2013 variable cash compensation plan, which we refer to as the Variable Cash Compensation Plan, and also approved individual compensation packages for our executive officers, and recommended to the Board of Directors a compensation package for our President and Chief Executive Officer. Thereafter, the recommendations of the Compensation Committee were reviewed with our Board of Directors.

In evaluating our 2013 executive compensation program, the Compensation Committee considered a number of factors as discussed above, including the stockholder advisory (“say-on-pay”) vote on our executive compensation for 2012, which was approved by nearly 97% of the votes cast. We will hold a say-on-pay vote on an annual basis until the next vote on the frequency of such stockholder advisory votes, which will occur no later than our 2017 annual meeting of Stockholders.

Evaluation Criteria

In determining the amount and mix of the target compensation elements, the Compensation Committee relies upon its judgment about the scope and strategic impact of each individual executive officer’s role. In setting final compensation targets for our executive officers in 2013, the Compensation Committee considered many factors, including:

• the performance and experience of each individual;
   
• the scope and strategic impact of the executive officer’s responsibilities;
   
• our past business and segment performance and future expectations;
   
• our long-term goals and strategies;
   
• difficulty in, and the cost of, replacing high performing leaders with in-demand skills;

• past compensation levels of each individual and of our executives as a group;
   
• relative levels of compensation among the officers;
   
• the amount of each compensation component in the context of the executive officer’s total compensation and other benefits;
   
• for each executive officer, other than our President and Chief Executive Officer, the evaluations and recommendations of our President and Chief Executive Officer and each executive officer’s self-evaluation; and
   
• the competitiveness of the compensation packages relative to the selected benchmarks as highlighted by the independent compensation consultant’s analysis.

ROLE OF THE INDEPENDENT COMPENSATION CONSULTANT

During 2013, Radford reported directly to the Compensation Committee for purposes of advising the Committee on executive compensation matters. The Compensation Committee provided Radford with preliminary instructions regarding the goals of our compensation program and the parameters of the competitive review of executive total direct compensation packages to be conducted by Radford. Radford was instructed to benchmark all components of compensation for all executive officer positions, including base salary, total target compensation (base salary plus variable cash compensation) and equity-based long-term incentive awards. The Compensation Committee also instructed Radford to review the public disclosure by our peer companies concerning their executive compensation practices and to review our internal compensation model and guidelines and compare them to our peer companies and actual compensation practices.

Throughout the fourth quarter of 2012 and the first quarter of 2013, Radford attended meetings of the Compensation Committee, both with and without members of management present, and interacted with members of our human resources department with respect to its assessment of the compensation packages of our executive officers. Once Radford, working in conjunction with our human resources department, completed its preliminary analysis of our executive compensation, their analysis was presented to the Compensation Committee and discussed the analysis at the Compensation Committee’s February and March 2013 meetings.

INDEPENDENCE OF COMPENSATION CONSULTANT

During 2013, our accounting department engaged Aon Consulting, an affiliate of Aon, Radford’s parent company, as a resource to assist us in determining the fair value of our market performance-based awards. Additionally, our treasury department retained Aon to serve as our broker of record for our world-wide insurance lines. Finally, our human resources department purchased commercially available compensation survey reports and a data application from Radford. The services purchased from Aon in 2013 were reviewed and approved by the Audit Committee of our Board of Directors, not the Compensation Committee. In total, fees paid to Aon during 2013 for services not related to Radford’s work with our Compensation Committee were approximately $386,910. Fees paid to Radford during 2013 for services related to

recommending the amount and form of executive and director compensation were approximately $45,000.

In assessing Radford’s independence, the Compensation Committee considered the fees paid to Radford and Aon and our policy on independence of the Compensation Committee’s consultant and other advisers, which is contained in our Corporate Governance Guidelines and the Compensation Committee’s charter. As specified in our Corporate Governance Guidelines and Compensation Committee Charter, the Compensation Committee also considered six independence factors as required by Nasdaq and the SEC, which are specified in the following table. After analyzing each of these factors indicated in the folowing table and our policy on independence relative to Radford’s engagement, the Compensation Committee concluded that Radford is independent.

OUR USE OF BENCHMARKS AND PEER GROUP ANALYSIS

We annually conduct a competitive analysis of the compensation paid to our executive officers and review the compensation practices of our peer group and of the software industry overall. As in prior years, the analysis for 2013 measured our compensation opportunities for executives and actual compensation paid against information from the following sources:

• independent, commercially available surveys on executive compensation within the software industry, tailored to reflect our relative market capitalization and revenue, including:
   

• the Radford Global Technology Survey; and
   
• the Radford Global Sales Survey; and

• an internally-prepared benchmark analysis using commercially available survey data and information from publicly filed reports from a group of 16 peer technology companies, or the peer group, specifically identified by the Compensation Committee.

We annually evaluate the composition of our peer group and adjust the composition of our peer group for factors such as recent acquisitions of peer companies, new markets that we have entered or changes in the technology market landscape. In 2013, with assistance from Radford, we again focused on and slightly refined our peer group for 2013 to address the dynamics in the markets for talent in which we compete. Our peer group includes companies:

• that represent an appropriate range from a size and scope perspective;

• that operate in virtualization, cloud, Software-as-a-Service and networking markets; and
   
• with whom we compete for talent.

We believe that our peer group continues to be aligned with our strategic vision and positions us to attract, retain and engage high performing leaders. Moreover, our current peer group, with its inclusion of a full array of companies with whom we compete for talent, maintains

Citrix positioned at approximately the group median across key financial metrics we view as important in selecting a peer group.

The table below lists the companies in the 2013 peer group indicating the peers we believe to be best aligned with Citrix’s business (that is, representative of growth oriented, software-focused businesses) and those with whom we regularly compete for executive, managerial and technical talent.

Our peer group for 2013 positions Citrix at approximately the median of those financial metrics we view as important in selecting a peer group.

We use the peer group benchmarks as one of several factors that inform our judgment of appropriate compensation parameters for base salary, variable cash compensation and equity-based, long-term incentives. Our executive compensation decisions are made on a case-by-case basis, and specific benchmark results do not, in and of themselves, determine individual target compensation opportunities. For 2013, the total target cash compensation for our Named Executive Officers fell at approximately the median level of similar compensation peer group.

COMPONENTS OF COMPENSATION

Base Salary

As noted above, salary levels for our executive officers are based on many factors, including individual performance

and experience, as well as an analysis of compensation data reported for similar positions and roles at companies in our peer group.

In 2013, based on the objectives of our executive compensation program, our evaluation criteria for individual performance, Citrix’s overall performance and other factors described above, the base salaries of our President and Chief Executive Officer, Executive Vice President and Chief Financial Officer and Senior Vice President, Sales and Services, were increased, effective April 1, 2013. Our Senior Vice President and Chief Marketing Officer and Senior Vice President and General Manager, Enterprise and Service Provider Division were not eligible for base salary increases since each joined Citrix during 2013. Accordingly, the base salaries for our Named Executive Officers for 2013 were as follows:

Variable Cash Compensation

For 2013, our compensation evaluation processes resulted in target awards for our Named Executive Officers under our Variable Cash Compensation Plan that ranged from 70% to 120% of base salary, depending on the role of the executive and the other factors discussed above.

Our Compensation Committee oversees our Variable Cash Compensation Plan, with administrative tasks delegated to management. Consistent with the way we calculate and publicly report our financial results, the financial targets and attainment levels for variable cash compensation are adjusted to exclude certain GAAP measurements, including amortization of intangible assets primarily related to business combinations, non-cash charges associated with the expensing of equity-based compensation, the tax effects related to these items and any other items

adjusted from our GAAP results in our reported earnings. In addition, the Compensation Committee and our Board of Directors retain the discretion to decrease or increase payouts to account for extraordinary circumstances and to balance the interests of the plan participants with the interests of our stockholders. In 2013, we did not adjust the resulting payouts under the Variable Cash Compensation Plan or our 2013 market performance-based restricted stock unit awards discussed below.

Participants in our Variable Cash Compensation Plan received variable cash compensation awards for 2013 based upon the achievement of objective financial goals, including targets based on reported revenue and non-GAAP corporate operating margin. We believe that, for an annual incentive program to be effective, it should be simple. Thus, we use a limited number of financial targets

that focus our executives on the key metrics underlying our strategic plan and align performance pay with strictly financial results.

To ensure the integrity of our operating plan, and to safeguard stockholder value, the payout levels under our Variable Cash Compensation Plan are designed to motivate performance that meets or exceeds our financial plan objectives while mitigating undue exposure for under-performance of these objectives. We rigorously test our plan design to ensure that the structure and possible outcomes do not create incentives for our executives to take unnecessary and excessive risks that would impact our long-term value.

Specifically, we model potential award payouts generated by various performance attainment levels against corporate goals for revenue, non-GAAP earnings per share and non-GAAP corporate operating margin. We also model the likely impact on stockholder value based on achieving all possible revenue, non-GAAP earnings per share and corporate operating margin targets. We summarize this analysis in a diagram (please see the graphic below) which shows plan payouts for any combination of revenue (the x axis in the graphic below) and non-GAAP corporate

operating margin (the y axis in the graphic below) achievement. The dark gray area in the graphic below represents achievement which results in no payout under the Variable Cash Compensation Plan while the area of lightest gray represents the maximum payout under the plan of 200%. The medium gray rectangle in the middle of the graphic represents the area of actual plan attainment under our plans over the last several years resulting in the following payout percentages by year:

• 2008 – 56.4%
   
• 2009 – 103.6%
   
• 2010 – 130.4%
   
• 2011 – 97.7%
   
• 2012 – 92.1%
   
• 2013 – 58.8%

This modeling helps to inform threshold, target and maximum payout levels for the plan and ensures that awards, when viewed relative to non-GAAP earnings per share and corporate operating margin goals, are consistent with our overall operating plan for the year and provide the right balance of compensation to our executives for actual results versus returns to the business and our stockholders.

For 2013, each executive’s Variable Cash Compensation Plan award was based 100% on the achievement of financial targets established by the Compensation Committee, consistent with our annual operating plan. Our Variable Cash Compensation Plan weighted these financial components as follows:

• 60% for achieving a reported revenue target of $3.155 billion; and
   
• 40% for achieving a non-GAAP corporate operating margin target of 25.0%.

This represents a 22.6% increase in the revenue target when compared to the revenue target of $2.574 billion for the 2012 Variable Cash Compensation Plan. This also represents a 4.9% decrease in the operating margin target, which reflects the planned investments in our business necessary to achieve growth, scale and greater market share. Our Variable Cash Compensation Plan provided for a premium in the event of overachievement of targets, capped at 200% of the target payout amount, and a reduction in the event of underachievement of targets, depending on actual results. The following maximum performance amounts would have resulted in a payout of 200% of the target amount:

• achievement of reported revenue of $3.549 billion; and
   
• achievement of a non-GAAP corporate operating margin of 28.1%.

Our Variable Cash Compensation Plan also contained minimum performance requirements that needed to be met before any award could be earned, including:

• achievement of reported revenue of no less than $2.840 billion; and
   
• achievement of a non-GAAP corporate operating margin of no less than 22.5%.

In addition, no payouts could occur under our Variable Cash Compensation Plan if we achieved less than $2.98 of non-GAAP earnings per share in 2013.

When actual performance falls between the threshold and the target performance levels or between the target and maximum performance levels, payouts are calculated using a graduated slope to provide for the fair distribution of operating profit for overachievement and appropriate compensation reductions for underachievement, as applicable. Further, no incentive is payable under our variable cash plan unless at least 90% of our performance goal is achieved and awards payable at threshold performance are limited to 30% of any executive’s individual variable cash compensation. This payout structure recognizes that, in a business of this scale, while overachievement merits a greater reward, any underachievement should be penalized.

Target Cash Compensation Mix

Chief Executive Officer and Named Executive Officer compensation packages have the following target mix of cash compensation expressed both as a percentage of total targeted cash compensation and in dollars:

Determination of Awards

Early in the first quarter of 2014, our Executive Vice President and Chief Financial Officer reviewed and approved the calculations of financial target attainment levels, which were based on, and consistent with, our publicly reported financial results for 2013, and the 2013 award amounts payable to executive officers that were generated by members of our human resources

department in accordance with the terms of our Variable Cash Compensation Plan. At a meeting held in February 2014, our Compensation Committee approved (or, in the case of our Chief Executive Officer, recommended to the Board of Directors for approval) the payouts under our 2013 Variable Cash Compensation Plan, including approval of the following award calculations:

The table below summarizes the payments approved by our Compensation Committee (or, in the case of our Chief Executive Officer, approved by our Board of Directors) under our Variable Cash Compensation Plan compared to each executive’s target award for 2013. Each executive

officer listed below received 58.8% of his target award for 2013. Mr. Ramakrishna’s award was prorated to reflect less than one full year of service. We paid each of these executive officers his variable cash compensation award in the first quarter of 2014.

Equity-Based Long-Term Incentives

The purpose of our equity-based long-term incentives is to attract, retain and engage high performing leaders, further align employee and stockholder interests, and continue to closely link executive compensation with company performance, including against the market. Our equity-based long-term incentive program is an essential component of the total compensation package offered to our executives, reflecting the importance that we place on motivating and rewarding superior results with long-term and performance-based incentives.

Approach to Equity-Based Awards

Since 2012, our annual equity grant program consists entirely of restricted stock units. Further, consistent with a growing percentage of our peer group, we shifted our portfolio of equity awards granted to executive officers to a mix of just two equity elements, half of which are tied to long-term total stockholder return. Specifically, beginning in 2012, our equity-based long-term incentive program

consists of 50% market performance-based restricted stock units tied to achievement of total stockholder return metrics against a selected comparator index and 50% service-based restricted stock units. Our executive’s compensation portfolio, including equity awards, consists of a higher percentage of awards tied to objective financial measures than is the case in the compensation portfolios of most of our peer group companies.

The exclusive use of restricted stock units furthers our goals of reducing dilution, burn rate and overhang by reducing the number of shares of our common stock subject to equity-based awards while continuing to provide incentive for our high performers to remain with us and continue to perform at a high level. Also, the inclusion of market performance-based restricted stock units based on the achievement of total return to our stockholders over a three-year period compared to the return of the chosen comparator index places an even stronger emphasis on performance, which underscores our

focus on growth. We believe that this equity mix aligns our executives’ interests with those of our stockholders since our executives must return value to our stockholders over the long-term before half of their awards are released.

Equity-Based Award Grant Levels

When establishing equity grant levels for our executive officers, the Compensation Committee considers the existing value of vested and unvested stock option and restricted stock unit ownership among the executive officers relative to each other and to our employees as a whole, previous grants of equity-based awards to our executive officers, our overhang of equity-based awards and targeted burn rates for equity-based awards and the vesting schedules of previously granted equity-based awards, as well as the various other factors described above. While our Compensation Committee is aware of the accounting costs of equity-based awards, that in itself is only one of several factors in determining individual equity-based awards. Further, annual equity awards for the Chief Executive Officer and each Named Executive Officer reflect the market competitive value for his or her respective role, the relative level of impact the executive has on company performance, current and prospective performance of the executive in such role, and an assessment of the individual’s retention risk. Consistent with our past methodology, award levels for 2013 were set using an estimated value of Citrix stock based upon an average of the last 30 trading days in 2012.

Restricted Stock Unit Awards

Pursuant to the 2005 Plan, we may grant executive officers various types of awards, including market performance-based restricted stock units and service-based restricted stock units. Once vested, each restricted stock unit represents the right to receive one share of our common stock.

Market Performance-Based Awards

Our market performance-based awards in the portfolio of annual grants have the following design elements:

• awards are tied to long-term performance against a comparator index;
   
• a payout curve that is based upon the percentage point difference of our return and the comparator index return;
   
• 3-year performance cycles with no interim payouts; and
   
• full vesting of achieved awards at the end of the 3-year performance period.

These design elements were crafted because we believe that measuring performance over a multiple year period based on a total return to our stockholders closely aligns our executives’ objectives with those of our stockholders in the long term, while furthering our retention objectives.

When determining the comparator index against which the market performance-based awards would be measured, we chose to measure ourselves against the index with the strongest statistical correlation to our stock performance, since a higher correlation means better alignment of program payout with company performance. Further, a higher correlation minimizes the likelihood of a payout at the extreme ends of the payout curve. Using Radford’s PeerPicker technology, we analyzed over 6,000 publicly traded company stocks and indices to return the most highly-correlated to our stock over the prior three years. The results of this analysis showed that the Nasdaq Composite Total Return Index, or the XCMP, had the highest correlation.

Therefore, for the market performance-based awards, attainment levels are based on our total return to stockholders over a three-year performance period compared to the return of the XCMP. In the case of the market performance-based awards granted in 2013, the performance period is the three-year period ending on December 31, 2015.

The payout curve for our market performance-based awards is based upon the percentage point difference of our return and the XCMP total stockholder return. The following chart depicts the payout curve used for the market performance-based restricted stock units.

We took extra precautions to limit payouts in the event our return is negative and limited awards in that case. Accordingly, in the event that our return is negative, but we achieve a percentage point differential at or above zero, only 75% of the target award will be payable. If our return is positive and meets or exceeds the XCMP, the number of non-vested stock units issued will be based on interpolation, with the maximum number of non-vested

stock units issuable pursuant to the award capped at 200% of the target number of non-vested stock units set forth in the award agreement if our return exceeds the indexed return by 40% points or more. If our return over the performance period is positive but underperforms the XCMP, a number of non-vested stock units will be issued, below the target award, based on interpolation. No non-vested stock units, however, will be issued if our return underperforms the XCMP by more than 20% points over the performance period. The extent to which an executive will vest in the award, if at all, if he or she is not employed by us at the end of the performance period is dependent upon the timing and character of the termination as provided in the award agreement. The award will be 100% vested at the end of the performance period. If the performance period for the market-performance based awards we granted in 2012 and 2013 had ended on December 31, 2013 rather than at the end of the three year performance cycle for each award, no shares would have been paid under either award.

Service-Based Restricted Stock Awards

Further, consistent with our past practice, in March 2013, we also entered into restricted stock unit agreements with our executive officers for service-based restricted stock unit awards that were not subject to performance criteria and that vest over three years, with one-third of the units vesting on the first, second and third anniversaries of the date of the award agreement. Our Senior Vice President and Chief Marketing Officer and Senior Vice President and General Manager, Enterprise and Service Provider Division were not eligible to receive our annual service-based restricted stock unit awards because each joined Citrix in 2013. As previously discussed, each of Mr. Daheb and Mr. Ramakrishna received new hire service-based restricted stock unit awards upon joining Citrix. These new hire awards are reflected in the table below. The equity-based awards indicated in the table below for our President and Chief Executive Officer, Executive Vice President and Chief Financial Officer and Senior Vice President, Sales and Services reflect an equity portfolio mix of 50% market performance-based restricted stock units and 50% service-based restricted stock units.

The following table summarizes our 2013 equity-based awards to our Named Executive Officers:

In 2007, the Compensation Committee adopted the Citrix Equity Award Grant Policy, or the Awards Policy. The Awards Policy enhances our controls with respect to grants of equity awards by establishing procedures for approving and pre-determining the dates on which awards will be made. Pursuant to the Awards Policy, unless a different date is set by our Board of Directors or the Compensation Committee, annual grants of Full Value Awards are made on the last business day in March on or prior to March 30th. The Awards Policy also establishes

fixed grant dates for new hire and performance grants. An employee’s eligibility to receive an award as of a particular, fixed grant date is subject to the time of the month in which the employee’s employment begins or promotion is effective or, if later, the date on which all documentation necessary for the approval of the grant is obtained. A copy of our Awards Policy is available on the Corporate Governance section of our website at http://www.citrix.com/about/governance.html under Governance Documents.

To align the interests of our executive officers with the interests of our stockholders, our Board has established stock ownership guidelines for our executive officers. Under our current guidelines, our Chief Executive Officer is expected to own at least 100,000 shares of our common stock, our Chief Financial Officer is expected to own at least 25,000 shares and each other executive officer is expected to own at least 20,000 shares of our common stock. Each of our executive officers is expected to hold such shares for so long as he or she is one of our executive officers. Unless an exception is approved by our Compensation Committee, executive officers are expected to meet these guidelines within four years of the date of his or her appointment as an executive officer. Failure to satisfy the stock holding guidelines when required to do so will result in suspension of an executive officer’s ability to sell shares of our common stock until the requisite ownership levels are reached. Our executive officers may

accumulate shares of our common stock through stock option exercises, settlement of restricted stock units or other awards and open market purchases made in compliance with applicable securities laws, our policies or any other equity plans we may adopt from time to time. Shares of our common stock beneficially owned (unless the executive officer disclaims beneficial ownership of the shares) and vested restricted stock (including vested but deferred restricted stock units) count towards the satisfaction of the ownership guidelines.

Additionally, under our policies, our employees, including our executive officers, and directors are not permitted to engage in the following transactions with respect to our stock: sell short; buy or sell puts, calls or other derivatives of our common stock; buy our common stock on margin; hold our stock in an account that is, or is linked to, a margin account; or pledge our common stock as collateral for a loan.

Under our policies, our directors and executive officers may not trade in Citrix stock unless pursuant to a trading plan that meets the requirements of the Securities and Exchange Commission’s Rule 10b5-1 and our additional

policy requirements, unless an exception is approved by the Chair of our Nominating and Corporate Governance Committee. These additional policy requirements include:

• a prohibition on any trades earlier than 90 days after the trading plan is approved by Citrix;
   
• a prohibition on any adoption, cancellation, suspension, expansion or other modification to a trading plan during our quarterly earnings blackout periods; and
   
• a minimum one-year term unless the trading plan is exhausted earlier through sales of shares.

On a quarterly basis, we disclose Rule 10b5-1 trading plan adoptions and modifications by our directors and executive officers in our annual report on Form 10-K or quarterly reports on Form 10-Q.

POLICY REGARDING CHANGE IN CONTROL ARRANGEMENTS

It is our policy that we will not enter into any new agreements, or materially amend any existing agreements, with our executive officers that provide the executive officer with severance payments following a change in control, except in the case of a double-trigger termination event (that is, upon the termination of the executive’s employment without cause or for good reason following a change in control).

Our executive officers participate in our broad-based employee benefit plans on the same terms as eligible, non-executive employees, subject to any legal limits on the amounts that may be contributed or paid by executive officers under these plans. We offer a stock purchase plan, under which our employees may purchase shares of our common stock at a 15% discount from the fair market value of our common stock on the last business day of the purchase period (determined by reference to the closing price of our common stock on such date), and a 401(k) plan, which allows our employees to invest in a wide array of funds on a pre-tax basis and which provides a matching contribution from our company. We also maintain insurance and other benefit plans for our employees. Our executive officers receive higher life, accidental death and dismemberment and disability insurance benefits than other employees, which reflects industry standards and their relative base salary levels. Our executive officers also receive reimbursement for annual health physicals. During 2013, we did not offer any non-qualified deferred compensation plans or supplemental retirement plans to our executives. For more information, please refer to the Summary Compensation Table and the Nonqualified Deferred Compensation Table below.

We have always limited the perquisites that are made available to our executives. Our executives are entitled to few benefits that are not otherwise available to all employees and generally provided to ensure comparable coverage levels for insurance and health care relative to market practice in our industry sector. In this regard, it should be noted that we do not provide pension arrangements or similar benefits to our executives or employees, other than a 401(k) program, in which all of our employees, including our executive officers, may participate and defined contribution plans required by applicable law in certain jurisdictions outside the United States, in which none of our Named Executive Officers participate.

Our executive compensation policies and practices, pursuant to which the compensation set forth in the Summary Compensation Table and the Grants of Plan-Based Awards Table was paid or awarded, are described above under Compensation Discussion and Analysis. A description of the application of those policies and practices to each of the Named Executive Officers for the year ended December 31, 2013 is set forth below.

CASH COMPENSATION – BASE SALARY AND VARIABLE CASH COMPENSATION

President and Chief Executive Officer

As President and Chief Executive Officer, Mark Templeton is responsible for overseeing all of our corporate functions, product groups and divisions, go-to-market activities and the attainment of our revenue and profit goals. Working in concert with our Board of Directors, Mr. Templeton formulates current and long-term strategic plans and objectives and represented us in relations with our customers and the business and non-business communities.

Based on a recommendation of the Compensation Committee, our Board of Directors determines compensation for our President and Chief Executive Officer using the same factors it uses for other executives, placing relatively less emphasis on base salary and, instead, creating greater market performance-based opportunities through equity-based long-term and variable cash compensation. In assessing the compensation paid to Mr. Templeton, the Compensation Committee relies on both information from selected benchmarks and its judgment with respect to the factors described above.

In addition, the Compensation Committee annually evaluates our Chief Executive Officer and holds meetings in executive session to assess his performance. Following an assessment of Mr. Templeton’s performance, the Compensation Committee reviews the total compensation package for Mr. Templeton, including base salary, variable cash compensation and equity-based compensation.

As discussed above, effective April 1, 2013, Mr. Templeton’s annual base salary was increased from $890,000 to $900,000. As a result of his annual base salary, in 2013, Mr. Templeton received base salary compensation of $897,500.

For 2013, Mr. Templeton’s target variable cash compensation award as a percentage of base salary increased to 120% of his base salary compared to 115% in 2012. This balance between base compensation and Mr. Templeton’s target variable cash compensation award is consistent with our objective of placing relatively more emphasis on variable cash compensation for our President and Chief Executive Officer to ensure close alignment of his interests with the interests of our stockholders.

Mr. Templeton was awarded variable cash compensation of $634,608 in accordance with our 2013 Variable Cash Compensation Plan, a decrease from his 2012 award of $942,644. This 32.7% decrease in Mr. Templeton’s 2013 variable cash compensation is due to our 2013 operational performance against the performance targets of our 2013 Variable Cash Compensation Plan, which led to a 58.8% payout of Mr. Templeton’s target variable cash compensation award compared to a 92.1% payout in 2012.

Due to a death in his immediate family in June 2013, Mr. Templeton was on a leave of absence beginning in October 2013. He returned in February 2014; and upon his return, announced his intention to retire within the next year, subject to his successor being named.

Executive Vice President, Chief Operating Officer and Chief Financial Officer

As Executive Vice President, Chief Financial Officer and now as Chief Operating Officer, David Henshall is responsible for overseeing our relations with our investors, budgeting and planning, financial accounting, operations, tax, treasury, information technology and security, and supply chain management. Mr. Henshall is also responsible for our overall financial strategy and works closely with our President and Chief Executive Officer to drive our overall growth and stockholder returns. During Mr. Templeton’s leave of absence, Mr. Henshall served as Acting Chief Executive Officer and among other things, was responsible for working with and leading our executive leadership team. Mr. Henshall will continue leading the executive leadership team as Chief Operating Officer. As discussed above, effective April 1, 2013, Mr. Henshall’s annual base salary was increased from $550,000 to $570,000. As a result, in 2013, Mr. Henshall received base salary compensation of $565,000.

For 2013, Mr. Henshall’s target variable cash compensation award as a percentage of base salary remained at 95% of his base salary, the same level as was set in 2012, as compared to 85% in 2011.

For 2013, Mr. Henshall was awarded variable cash compensation of $318,185 in accordance with our 2013 Variable Cash Compensation Plan, a decrease from his 2012 award of $481,223. This 33.9% decrease in Mr. Henshall’s 2013 variable cash compensation is due to our 2013 operational performance against the performance targets of our 2013 Variable Cash Compensation Plan, which led to a 58.8% payout of Mr. Henshall’s target variable cash compensation award compared to a 92.1% payout in 2012.

Also for 2013, in recognition of Mr. Henshall’s increased responsibility and duties as Acting Chief Executive Officer, while continuing his role as Chief Financial Officer during Mark Templeton’s leave of absence, the Compensation Committee awarded Mr. Henshall a cash bonus of $500,000.

Senior Vice President and Chief Marketing Officer

As Senior Vice President and Chief Marketing Officer, Steve A. Daheb is responsible for overseeing our worldwide marketing efforts. Mr. Daheb joined us in January 2013 and his annual base salary for 2013 was $390,000. As a result, in 2013, Mr. Daheb received base salary compensation of $388,523. As noted above, the Compensation Committee considered benchmarking data for compensation of similar Chief Marking Officer roles as well as Mr. Daheb’s compensation at his previous position when determining his compensation.

For 2013, Mr. Daheb’s target variable cash compensation award as a percentage of base salary was set at 70% of his base salary.

For 2013, Mr. Daheb was awarded variable cash compensation of $160,415 in accordance with our 2013 Variable Cash Compensation Plan, which represents a 58.8% payout of Mr. Daheb’s target variable cash compensation award.

Also for 2013, upon joining Citrix, as a new hire award, Mr. Daheb was granted 35,000 service-based restricted stock units that vest over three years, with one-third of the units vesting on the first, second and third anniversaries of the date of the award agreement.

Senior Vice President, Sales and Services

As Senior Vice President of our Sales and Services Division, Alvaro Monserrat is responsible for our worldwide sales and services efforts and our channel and distribution network. As discussed above, effective April 1, 2013, Mr. Monserrat’s annual base salary was increased from $455,000 to $500,000. As a result, in 2013, Mr. Monserrat received base salary compensation of $488,750.

For 2013, Mr. Monserrat’s target variable cash compensation award as a percentage of base salary remained at 100% of his base salary, the same level as was set in 2012 and 2011.

For 2013, Mr. Monserrat was awarded variable cash compensation of $293,800 in accordance with our 2013 Variable Cash Compensation Plan, a decrease from his 2012 award of $419,055. This 29.9% decrease in Mr. Monserrat’s 2013 variable cash compensation is due to our 2013 operational performance against the performance targets of our 2013 Variable Cash Compensation Plan, which led to a 58.8% payout of Mr. Monserrat’s target variable cash compensation award compared to a 92.1% payout in 2012.

Senior Vice President and General Manager, Enterprise and Service Provider Division

As Senior Vice President and General Manager of our Enterprise and Service Provider Division, Sudhakar Ramakrishna is responsible for overseeing the strategy and execution of our virtualization, networking and cloud solutions. Mr. Ramakrishna joined us in March 2013. His base salary for 2013 was $435,000. As a result, in 2013, Mr. Ramakrishna received base salary compensation of $344,375. As noted above, the Compensation Committee considered benchmarking data for compensation of similar senior vice president roles, Mr. Ramakrishna’s compensation at his previous position, as well as significant equity compensation that he forfeited when leaving his previous employer when determining his compensation.

For 2013, Mr. Ramakrishna’s target variable cash compensation award as a percentage of base salary was set at 85% of his base salary.

For 2013, Mr. Ramakrishna’s variable cash compensation award was prorated due to less than a full year of service. As a result, he was awarded variable cash compensation of $172,026 in accordance with our 2013

Variable Cash Compensation Plan, which represents a 58.8% payout of Mr. Ramakrishna’s target variable cash compensation award.

Also for 2013, upon joining Citrix, as a new hire award, Mr. Ramakrishna was granted 55,000 service-based restricted stock units that vest over three years, with one-third of the units vesting on the first, second and third anniversaries of the date of the award agreement.

EQUITY-BASED LONG-TERM INCENTIVE COMPENSATION

On March 29, 2013, each of the Named Executive Officers was awarded a market performance-based restricted stock unit award pursuant to which each such executive is eligible to earn restricted stock units based on the total return to our stockholders over a three-year performance period compared to the return on the XCMP described above. Attainment levels will be determined within 60 days of the end of the performance period (i.e., December 31, 2015 for the grants made in 2013). In March 2013, these individuals were awarded grants of market performance-based restricted stock units at the following target award levels:

• Mr. Templeton – 61,401;
   
• Mr. Henshall – 27,729;
   
• Mr. Daheb – 6,338;
   
• Mr. Monserrat – 21,391; and
   
• Mr. Ramakrishna – 6,338.

Messrs. Templeton, Henshall and Monserrat also were awarded service-based restricted stock units as part of our annual process, which vest in three equal annual installments as follows:

• Mr. Templeton – 61,401;
   
• Mr. Henshall – 27,729; and
   
• Mr. Monserrat – 21,391.

For Messrs. Henshall and Monserrat, the Compensation Committee approved each award. For Mr. Templeton, our Board of Directors, upon the recommendation of the Compensation Committee, approved his awards.

As previously discussed, Messrs. Daheb and Ramakrishna were awarded new hire service-based restricted stock units upon the commencement of their employment with Citrix, which vest in three equal annual installments as follows:

• Mr. Daheb – 35,000; and
   
• Mr. Ramakrishna – 55,000.

The Compensation Committee approved each award.

The number of restricted stock units potentially awardable under the executive’s respective restricted stock unit awards were determined in accordance with the factors discussed above.

The following table sets forth certain information regarding non-tax qualified compensation deferred during the year ended December 31, 2013, under our equity incentive plans for the Named Executive Officers. The deferred compensation consists of shares of our common stock that will be issued with respect to vested restricted

stock units under a long-term incentive program, or LTIP, that we instituted in 2009. The LTIP’s design and structure were intended to, and ultimately did, reward executives for generating both relative and absolute stockholder returns. The number of restricted stock units issuable upon settlement of the LTIP awards was determined after the

conclusion of a three-year period ending December 31, 2011, and these restricted stock units were issuable to the executive only if the executive remained employed by us throughout the three-year period.

The number of shares of common stock issuable upon settlement of the LTIP restricted stock units was determined by comparing the performance of our

common stock to the performance of the specified market indices over the same three-year period. Although these restricted stock units have vested, the units will not be settled in shares of our common stock until the earlier of (1) six months and one day following termination of the executive’s employment for any reason other than cause, (2) the executive’s death, or (3) the effective date of a change in control of our company.

Our executives are “at will” employees and are not offered contractual severance arrangements. We, however, have entered into change in control agreements with our President and Chief Executive Officer as well as with our other Named Executive Officers, referred to as our Senior Executive Officers.

Specifically, these agreements continue in full force until the earliest of the following events:

• the date we terminate the employment of the executive for “cause” or the failure by the executive to perform his full-time duties by reason of his death or disability;
   
• the resignation or termination of the executive’s employment for any reason prior to a change in control;

• the termination of the executive’s employment with us after a change in control for any reason other than the occurrence of a terminating event; or
   
• the date which is 18 months after a change in control if the executive is still employed by us.

These agreements are intended to provide for continuity of management during a change in control and align the interest of our executives with those of our stockholders so as to maximize the value to stockholders from any such change in control. These agreements provide for certain benefits in the event that the executive’s employment is terminated following a change in control of our company, including severance payments, benefit continuation and acceleration of vesting on outstanding equity-based awards.

In the event Mr. Templeton is terminated without cause or if Mr. Templeton resigns his position for any reason in the twelve-month period following a change in control, he is entitled to receive a lump sum payment equal to two times the sum of his annual base salary plus his target variable cash compensation for the then-current fiscal year, both determined as of the date his employment is terminated or, if higher, as of immediately prior to the change in control. Additionally, Mr. Templeton will receive certain benefits, including health, dental and life insurance, for two years following the date of termination. In 2009, we adopted a policy against entering into any new single-trigger severance or change of control agreements, or materially amending any existing single-trigger severance or change of control agreements.

In the event that, during the twelve-month period following a change in control, any of our Senior Executives are terminated, other than for cause, or any of our Senior Executives terminates his employment for “good reason,” such Senior Executive is entitled to receive a lump sum payment equal to one and a half times his annual base salary plus his target variable cash compensation for the then-current fiscal year, both determined as of the date such Senior Executive’s employment is terminated or, if higher, as of immediately prior to the change in control. Additionally, our Senior Executives will receive certain benefits, including health, dental and life insurance, for 18 months following the date of termination.

Under the change in control agreements, a change in control would include any of the following events:

• any “person,” as defined in the Exchange Act, as amended, acquires 30% or more of our voting securities;
   
• the consummation of a consolidation, merger or sale or other disposition of all or substantially all of our assets in which our stockholders would beneficially own less than 50% of our voting securities after such transaction;
   
• a majority of our incumbent directors are replaced; and
   
• our stockholders approve a plan or proposal for our liquidation or dissolution.

In addition, upon a change in control, all stock options and other equity-based awards, such as restricted stock units, granted to Mr. Templeton will immediately accelerate and become fully exercisable as of the effective date of the change in control. In the event that, during the twelvemonth period following a change in control, any of our Senior Executives are terminated, other than for cause, or any of our Senior Executives terminates his employment for “good reason,” all stock options and other equity-based awards, such as restricted stock units, granted to our Senior Executives will immediately accelerate and become fully exercisable. For each market performance-based award for which the number of units has not yet been determined, the executive will be issued a number of units determined by prorating the target number of units set forth in the award agreement to reflect the period from the grant date of the award to the change in control.

Each of Mr. Templeton and our Senior Executives is also subject to the terms of a Non-Solicitation, Non-Compete and Confidentiality and Employee Non-Disclosure Agreement with us, and the terms of these agreements survive the termination of the executive’s employment after a change in control for a period of one year.

In the event that any payments made in connection with a change in control or termination would be subjected to the excise tax imposed by Section 4999 of the Internal Revenue Code, the payments to Mr. Templeton and our Senior Executives would be reduced to the maximum amount that can be paid under the Code without the imposition of an excise tax under Section 4999 of the Internal Revenue Code, but only if such reduction provides a higher benefit on an after-tax basis to Mr. Templeton and our Senior Executives. Under no circumstances would we provide any “gross-up” payments to Mr. Templeton or our Senior Executives in connection with a change in control.

Under the individual change in control agreements with Mr. Templeton and our Senior Executives, each executive officer would be entitled to receive the following estimated payments and benefits. These disclosed amounts are estimates only and do not necessarily reflect the actual amounts that would be paid to the executive officers, which would only be known at the time that they

become eligible for payment and would only be payable if a change in control or termination, as applicable, were to occur. The table reflects the amount that could be payable to Mr. Templeton and our Senior Executives, assuming that the change in control and, if applicable, termination of the Senior Executive’s employment, occurred at December 31, 2013.

2013 NON-EMPLOYEE DIRECTOR CASH COMPENSATION

It is our policy that our employee-directors do not receive cash compensation for their service as members of our Board of Directors. Non-employee members of our Board of Directors receive annual retainer fees, which are paid in cash in semi-annual installments. Each non-employee Director was entitled to receive the retainers detailed in

the table below (provided that committee chairpersons were only entitled to receive one such chair retainer and were not entitled to the non-chair membership retainer for the committee(s) he or she chairs). In addition, non-employee Directors were reimbursed for their reasonable out-of-pocket expenses incurred in attending meetings of our Board of Directors or any of its committees that are conducted in person.

NON-EMPLOYEE DIRECTOR EQUITY-BASED COMPENSATION

Equity awards to our non-employee Directors are made under the 2005 Plan.

Each non-employee Director is eligible to receive an annual grant consisting of 4,000 restricted stock units. As in prior years, these grants are made on the first business day of the month following our annual meeting of stockholders and vest in equal monthly installments over a one-year period. Newly appointed non-employee Directors will be entitled to receive 10,000 restricted stock units upon his or her initial election to our Board of Directors, which shall vest in accordance with our standard three-year vesting schedule. New non-employee Directors are not entitled to receive an annual grant of restricted stock units in the same calendar year in which they receive their initial grant.

Outside Directors’ Deferred Compensation Program

In 2011, our Board of Directors adopted the Outside Directors’ Deferred Compensation Program to govern the deferral of restricted stock units awarded to non-employee Directors under the 2005 Plan. In advance of an award and in compliance with the program’s requirements, a non-employee Director may elect to defer the receipt of all of his or her restricted stock units until ninety days after such Director’s separation from service from us or

upon a change in control. Upon the vesting of awards of restricted stock units, any amounts that would otherwise have been paid in shares of common stock are converted to deferred stock units on a one-to-one basis and credited to the Director’s deferred account. Each of Mr. Bogan, Ms. Caldwell, Mr. Dow, and Mr. Morin elected to defer his or her 2013 restricted stock unit award, and Mr. Daleo elected to defer his initial election award, as part of the Outside Directors’ Deferred Compensation Program.

Director Stock Ownership Guidelines

To further align the interests of members of our Board of Directors with our stockholders, our Board of Directors adopted stock ownership guidelines for our non-employee Directors. Pursuant to these guidelines, each non-employee Director is expected to hold at least 8,000 shares of our common stock (which includes vested but deferred restricted stock units) for so long as he or she is a Director or, in the case of certain shares acquired upon the exercise of a stock option, for nine months after termination of his or her service on our Board of Directors. In addition, if a Director exercises a stock option, it is expected that such Director would, from such option exercise, maintain ownership of at least a number of shares equal to twenty percent of the net value of the shares acquired (after deducting the exercise price and

taxes) if such Director has not satisfied the shareholding requirement. New Directors are expected to meet the standards set forth in the guidelines within three years after the date of his or her election to our Board of Directors. Current Directors are expected to meet the guideline requirements within five years after the date of their election to the Board of Directors.

The Compensation Committee, with assistance from Radford, oversees director compensation and reviewed the appropriateness of our non-employee directors’ compensation for 2013. The following table sets forth a summary of the compensation earned by or paid to our non-employee directors in 2013.

The following table provides information (in thousands, except option price) as of December 31, 2013, with respect to the securities authorized for issuance to our employees and directors under our equity compensation plans, consisting of the:

• 1995 Stock Plan;
   
• 2005 Plan;

• 2005 Employee Stock Purchase Plan (which we refer to as the 2005 ESPP); and
   
• Certain other equity compensation plans that we have assumed in connection with acquisitions.