Compensation Committee

As described more fully in its charter, the Compensation Committee is responsible for determining and making recommendation with respect to all form of compensation to be granted to our directors, executive officers and employees and for producing an annual report on executive compensation for inclusion in our proxy statement for our annual meeting of stockholders.  In fulfilling its role, the Committee:

• 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 of Directors, the salary, variable cash, equity-based and other compensation arrangements of our President and Chief Executive Officer;
• Appoints, retains, terminates and oversees the work of any independent experts and consultants and reviews and approves the fees and retention terms for such consultants;
• 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 of Directors, 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; and
• Reviews and recommends for inclusion in our annual proxy statement the Compensation Discussion and Analysis section.

In accordance with its charter, the Compensation Committee must be comprised of a minimum of three Board members, appointed by the Board, each of whom shall meet any independence requirements promulgated by the SEC and at least two of whom shall meet the requirements for a “non-employee director” set forth in Rule 16b-3 of the Exchange Act. Any member of the Compensation Committee who does not meet the requirements for a “non-employee director” is required to recuse him or herself from any vote by the Committee to approve equity awards to our directors or executive officers to the extent necessary for such equity awards to be exempt from “short-swing profit” liability pursuant to Section 16 of the Exchange Act. Each member of the Compensation Committee shall also meet any independence and compensation committee composition requirement promulgated by Nasdaq, any other exchange upon which our securities are traded, the Internal Revenue Service (including the requirements of Section 162(m) of the Internal Revenue Code), or any governmental or regulatory body exercising authority over Citrix, and each member of the Committee shall be free from any relationship that, in the opinion of the Board, would interfere with the exercise of his or her independent judgment as a member of the Committee.

Our Board appoints the members of the Compensation Committee annually and each member is to serve until his or her successor is duly appointed and qualified or until his or her earlier resignation or removal. Unless a Chair is elected by the full Board, the members may designate a Chair by majority vote of the full Committee membership.

The Compensation Committee meets as necessary, but at least four times each year, to enable it to fulfill its responsibilities and duties as set forth in its charter. The Compensation Committee may invite members of management or others to attend Committee meetings and provide pertinent information as the Committee may request on the issues being considered, provided that our Chief Executive Officer may not be present during any voting or deliberations regarding his own compensation.

The Compensation Committee reports its actions to the Board and keeps written minutes of its meetings, which are recorded and filed with our books and records.

We encourage you to refer to the Compensation Committee charter for a detailed listing of the actions that the Committee must take in order to fulfill its responsibilities and duties, including the following:

Review and approve corporate goals and objectives relevant to compensation of our Chief Executive Officer, evaluate our Chief Executive Officer’s performance in light of those goals and objectives and establish and recommend, subject to approval by the full Board, the appropriate level of base compensation and all variable cash, equity-based and other compensation for our Chief Executive Officer based on this evaluation.

• Evaluate the performance of our executive officers and review and approve the appropriate level of base compensation and all variable cash, equity-based and other compensation for such officers.
• For our Chief Executive Officer, periodically review and recommend, subject to approval by the full Board, (a) any employment agreements, severance arrangements and change in control agreements or provisions, in each case, when and if appropriate, and (b) any special or supplemental benefits.
• For our other executive officers, periodically review and approve (a) any employment agreements, severance arrangements and change in control agreements or provisions, in each case, when and if appropriate, and (b) any special or supplemental benefits.
• Consider and take actions with respect to adoption, amendment, administration or termination of compensation, welfare, benefit, pension and other plans related to compensation of our current and former employees and review the terms and conditions of compensation plans, including equity-based plans.
• Evaluate our incentive compensation plans  to allow us to attract and retain the talented personnel it needs to remain successful.
• Evaluate whether our compensations plans encourage participants to take excessive risks that are reasonably likely to have a material adverse effect on Citrix.
• Evaluate director compensation, recommend to the full Board the appropriate level of director compensation, and take primary responsibility for ensuring that any payments to directors, other than in their capacity as directors, are fully and properly disclosed.
• Review and approve the fees and retention terms of any independent experts and consultants retained by the Committee in a manner consistent with applicable law and our policies.
• Review and assess the adequacy of its charter periodically as conditions dictate to ensure compliance with any applicable rules or regulations and recommend any modifications to its charter, if and when appropriate, to the Board for its approval.
• Review and evaluate, on a periodic basis, and make changes as appropriate to our Executive Compensation Recovery Policy
  
• Periodically evaluate its own performance and report the results of such evaluation to the Board.
• Review and approve the assumption of target company equity plans and underlying awards in connection with any merger, acquisition or similar strategic transaction.
  

The Compensation Committee may exercise such additional powers and duties as may be reasonable, necessary or desirable, in the Committee’s discretion, to fulfill its duties under its charter.

The Compensation Committee may appoint, retain, terminate and oversee the work of any independent experts and consultants and instruct such experts and consultants that they should report directly to the Committee on matters pertaining to the work performed during their engagement. Additionally, the Compensation Committee may conduct or authorize investigations into or studies of matters within the Committee's scope of responsibilities and duties, as described above, and may seek and retain accounting, legal, consulting or other expert advice from a source independent of management at the expense of Citrix.

Before selecting or receiving advice from any compensation consultant, legal counsel or other adviser, other than in-house legal counsel, the Compensation Committee shall consider the following factors as well as any other factors required to be considered by the rules promulgated by Nasdaq, any other exchange upon which securities of the Corporation are traded, or the SEC:

1. Other services provided to Citrix by the person that employs the compensation consultant, legal counsel or other adviser;
2. The amount of Citrix fees received by the person that employs the compensation consultant, legal counsel or other adviser, as a percentage of the total revenue of the person that employs the compensation consultant, legal counsel or other adviser;
3. The policies and procedures of the person that employs the compensation consultant, legal counsel or other adviser that are designed to prevent conflicts of interest;
4. Any business or personal relationship of the compensation consultant, legal counsel or other adviser with a member of the Compensation Committee;
5. Any Citrix stock owned by the compensation consultant, legal counsel or other adviser; and
6. Any business or personal relationship of the compensation consultant, legal counsel, other adviser or the person employing the compensation consultant, legal counsel or adviser with a Citrix executive officer.