Quarterly Report — Form 10-Q — Sect. 13 / 15(d) – SEA’34 Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: 10-Q Quarterly Report HTML 1.50M
2: EX-10.1 Amendment to Global Restricted Stock Unit HTML 35K
Agreement
3: EX-10.2 Form of Global Restricted Stock Unit Agreement HTML 75K
4: EX-10.3 Letter Agreement - Andrew Del Matto HTML 32K
5: EX-10.4 Benefits Continuation Agreement - Robert Calderoni HTML 46K
6: EX-31.1 Rule 13A-14(A)/ 15D-14(A) Certifications HTML 34K
7: EX-31.2 Rule 13A-14(A)/ 15D-14(A) Certifications HTML 34K
8: EX-32.1 Certification Pursuant to 18 U.S.C Section 1350 HTML 31K
15: R1 Cover Page HTML 80K
16: R2 Condensed Consolidated Balance Sheets (Unaudited) HTML 137K
17: R3 Condensed Consolidated Balance Sheets (Unaudited) HTML 51K
(Parenthetical)
18: R4 Condensed Consolidated Statements Of Income HTML 111K
(Unaudited)
19: R5 Condensed Consolidated Statements of Comprehensive HTML 63K
Income (Unuaudited)
20: R6 Condensed Consolidated Statements Of Cash Flows HTML 133K
(Unaudited)
21: R7 Basis of Presentation HTML 32K
22: R8 Significant Accounting Policies HTML 44K
23: R9 Revenue HTML 94K
24: R10 Earnings Per Share HTML 70K
25: R11 Acquisitions HTML 32K
26: R12 Investments HTML 82K
27: R13 Fair Value Measurements HTML 135K
28: R14 Stock-Based Compensation HTML 98K
29: R15 Goodwill And Other Intangible Assets HTML 65K
30: R16 Segment Information HTML 104K
31: R17 Debt HTML 66K
32: R18 Derivative Financial Instruments HTML 112K
33: R19 Comprehensive Income HTML 69K
34: R20 Income Taxes HTML 42K
35: R21 Treasury Stock HTML 38K
36: R22 Commitments And Contingencies HTML 44K
37: R23 Restructuring HTML 55K
38: R24 Statement of Changes in Equity HTML 336K
39: R25 Leases HTML 73K
40: R26 Significant Accounting Policies (Policy) HTML 56K
41: R27 Revenue (Tables) HTML 71K
42: R28 Earnings Per Share (Tables) HTML 64K
43: R29 Investments (Tables) HTML 65K
44: R30 Fair Value Measurements (Tables) HTML 127K
45: R31 Stock-Based Compensation (Tables) HTML 66K
46: R32 Goodwill And Other Intangible Assets (Tables) HTML 63K
47: R33 Segment Information (Tables) HTML 109K
48: R34 Debt (Tables) HTML 45K
49: R35 Derivative Financial Instruments (Tables) HTML 119K
50: R36 Comprehensive Income (Tables) HTML 70K
51: R37 Restructuring (Tables) HTML 53K
52: R38 Statement of Changes in Equity (Tables) HTML 336K
53: R39 Leases (Tables) HTML 77K
54: R40 Basis of Presentation (Details) HTML 28K
55: R41 Significant Accounting Policies - Recent HTML 39K
Accounting Pronouncements (Details)
56: R42 Revenue (Details) HTML 81K
57: R43 Revenue - Remaining Performance Obligations HTML 45K
(Details)
58: R44 Revenue - Remaining Performance Obligation Revenue HTML 48K
(Details)
59: R45 Earnings Per Share (Details) HTML 68K
60: R46 Acquisitions (Narrative) (Details) HTML 37K
61: R47 Investments (Narrative) (Details) HTML 55K
62: R48 Investments (Schedule of Available-for-sale HTML 50K
Securities) (Details)
63: R49 Fair Value Measurements (Assets And Liabilities HTML 115K
Measured At Fair Value On A Recurring Basis)
(Details)
64: R50 Fair Value Measurements (Assets and Liabilities on HTML 40K
a Nonrecurring Basis) (Details)
65: R51 Fair Value Measurements (Additional Information HTML 46K
Regarding Fair Value Measurements) (Details)
66: R52 Stock-Based Compensation (Narrative) (Details) HTML 155K
67: R53 Stock-Based Compensation (Assumptions Used To HTML 59K
Value Option Grants, Stock Awards and ESPP Shares)
(Details)
68: R54 Stock-Based Compensation (Detail Of The Total HTML 41K
Stock-Based Compensation Recognized By Income
Statement Classification) (Details)
69: R55 Goodwill And Other Intangible Assets (Schedule Of HTML 39K
Change In Goodwill) (Details)
70: R56 Goodwill And Other Intangible Assets (Schedule Of HTML 58K
Intangible Assets) (Details)
71: R57 Goodwill And Other Intangible Assets (Schedule Of HTML 43K
Estimated Future Amortization Expense) (Details)
72: R58 Segment Information (Additional Information) HTML 39K
(Details)
73: R59 Segment Information (Revenues By Product Grouping) HTML 39K
(Details)
74: R60 Segment Information (Revenues By Geographic HTML 37K
Location) (Details)
75: R61 Segment Information (Revenue by Customer Type) HTML 34K
(Details)
76: R62 Segment Information (Subscription Revenues) HTML 37K
(Details)
77: R63 Debt (Narrative) (Details) HTML 113K
78: R64 Debt - Schedule of Interest Expense (Details) HTML 40K
79: R65 Derivative Financial Instruments (Narrative) HTML 33K
(Details)
80: R66 Derivative Financial Instruments (Schedule Of The HTML 46K
Fair Values Of Derivative Instruments) (Details)
81: R67 Derivative Financial Instruments (Schedule Of HTML 45K
Effect Of Derivative Instruments On Financial
Performance) (Details)
82: R68 Derivative Financial Instruments (Schedule Of Net HTML 30K
Notional Foreign Currency Forward Contracts
Outstanding) (Details)
83: R69 Comprehensive Income (Changes in Accumulated Other HTML 59K
Comprehensive Loss by Component) (Details)
84: R70 Comprehensive Income (Reclassifications out of HTML 46K
Accumulated Other Comprehensive Loss) (Details)
85: R71 Income Taxes (Details) HTML 40K
86: R72 Treasury Stock (Details) HTML 51K
87: R73 Commitments and Contingencies (Details) HTML 33K
88: R74 Restructuring Restructuring (Details) HTML 39K
89: R75 Restructuring (Narrative) (Details) HTML 39K
90: R76 Restructuring (Activity in Restructuring Accruals) HTML 40K
(Details)
91: R77 Statement of Changes in Equity (Details) HTML 132K
92: R78 Statement of Changes in Equity - Subsequent Event HTML 28K
(Details)
93: R79 Leases - Lease Cost (Details) HTML 36K
94: R80 Leases - Supplemental Cash Flow Information HTML 33K
(Details)
95: R81 Leases - Lease Term and Discount Rate (Details) HTML 33K
96: R82 Leases - Maturity of Lease Liabilities (Details) HTML 46K
97: R83 Leases - Supplemental Balance Sheet Information HTML 35K
(Details)
99: XML IDEA XML File -- Filing Summary XML 184K
14: XML XBRL Instance -- ctxs06-30x201910xq_htm XML 3.63M
98: EXCEL IDEA Workbook of Financial Reports XLSX 116K
10: EX-101.CAL XBRL Calculations -- ctxs-20190630_cal XML 245K
11: EX-101.DEF XBRL Definitions -- ctxs-20190630_def XML 768K
12: EX-101.LAB XBRL Labels -- ctxs-20190630_lab XML 1.93M
13: EX-101.PRE XBRL Presentations -- ctxs-20190630_pre XML 1.15M
9: EX-101.SCH XBRL Schema -- ctxs-20190630 XSD 194K
100: JSON XBRL Instance as JSON Data -- MetaLinks 410± 621K
101: ZIP XBRL Zipped Folder -- 0000877890-19-000210-xbrl Zip 353K
‘EX-10.4’ — Benefits Continuation Agreement – Robert Calderoni
This Benefits Continuation Agreement (the “Agreement”) is made this 30th day of April, 2019, by and between Citrix Systems, Inc., a Delaware corporation (the “Company”), and Robert M. Calderoni (the “Chairman”).
WHEREAS, the Chairman currently serves on the Board of Directors (the “Board”) of the
Company;
WHEREAS, the Company provides health insurance, including but not limited to medical, dental and vision coverage, to the Chairman and his dependents (the “Health Coverage”);
WHEREAS, the Chairman reimburses the Company on an after-tax basis for the full value of such Health Coverage; and
WHEREAS, the Company and the Chairman desire to enter into this Agreement as of the date written above (the “Effective Date”), in order to provide for the continuation of the Health Coverage for the Chairman until he reaches age 65 and the Chairman’s spouse until she reaches age
65.
NOW, THEREFORE, in consideration of the foregoing and of the respective covenants and agreements of the parties herein contained, the parties hereto agree as follows:
1.Benefits Continuation.
(a)Health Coverage. The Company, including any successor to the Company or any successor to the business of the Company, shall permit the Chairman and the Chairman’s
spouse to receive Health Coverage, consistent in all material respects with the coverage provided to the executive officers of the Company and its affiliates, until each such individual attains age 65, or no longer requires or desires such coverage. For so long as the Chairman remains on the Board, the Chairman shall periodically (no less frequently than annually) reimburse the Company for the full cost of such Health Coverage such that the Company shall incur no cost in connection with providing such Health Coverage. After the Chairman is no longer on the Board, he shall not be required to reimburse the Company for the cost of such
Health Coverage, and the Company shall provide such Health Coverage at no cost to the Chairman. Such Health Coverage shall be provided regardless of whether the Chairman continues to serve on the Board and shall not require the Chairman to provide any additional services to the Company, including any successor to the Company or any successor to the business of the Company.
(a)No Contract for Continued Service. Nothing
in this Agreement shall be construed as creating an express or implied contract of employment or continued service; and, except as otherwise agreed in writing between the Chairman and the Company, the Chairman shall not have any right to be retained in the service of the Company, any successor to the Company or any successor of any business of the Company.
(b)Term and Termination. The terms of this Agreement
shall commence on the Effective Date and shall continue until and including the date that each of the Chairman and the
Chairman’s spouse attain age 65 or no longer require or desire to receive Health Coverage, upon which date this Agreement shall terminate.
6.Section 409A.
(b)All in-kind benefits provided and expenses eligible for reimbursement under this Agreement shall be provided by the Company or incurred by the Chairman during the
time periods set forth in this Agreement. The amount of in-kind benefits provided or reimbursable expenses incurred in one taxable year shall not affect the in-kind benefits to be provided or the expenses eligible for reimbursement in any other taxable year (except for any lifetime or other aggregate limitation applicable to medical expenses). Such right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit.
(c)The parties intend that this Agreement will be administered in accordance with Section 409A of the Code. To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner so that all payments hereunder comply with Section 409A of the Code. Each payment pursuant to this Agreement is intended to constitute a
separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2). The parties agree that this Agreement may be amended, as reasonably requested by either party, and as may be necessary to fully comply with Section 409A of the Code and all related rules and regulations in order to preserve the payments and benefits provided hereunder without additional cost to either party.
(d)The Company makes no representation or warranty and shall have no liability to the Chairman or any other person if any provisions of this Agreement are determined to constitute deferred compensation subject to Section 409A of the Code but do not satisfy an exemption from, or the conditions of, such Section.
4.Arbitration
of Disputes. Any controversy or claim arising out of or relating to this Agreement or the breach thereof or otherwise arising out of the Chairman’s service to the Company (including, without limitation, any claims of unlawful employment discrimination whether based on age or otherwise and any other claims based on any statute) shall, to the fullest extent permitted by law, be settled by arbitration in any forum and form agreed upon by the parties or, in the absence of such an agreement, under the auspices of the American Arbitration Association (“AAA”) in Fort Lauderdale, Florida in accordance with the Employment Arbitration Rules of the AAA, including, but not limited to, the rules and procedures applicable to the selection of arbitrators. In the event that any person or entity other than the Chairman or the
Company may be a party with regard to any such controversy or claim, such controversy or claim shall be submitted to arbitration subject to such other person or entity’s agreement. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. This Section 4 shall be specifically enforceable. Notwithstanding the foregoing, this Section 4 shall not preclude either party from pursuing a court action for the sole purpose of obtaining a temporary restraining order or a preliminary injunction in circumstances in which such relief is appropriate; provided that any other relief shall be pursued through an arbitration proceeding pursuant to this Section 4.
5.Consent to Jurisdiction. To the extent that any court action is permitted consistent with or to enforce Section 4 of this Agreement, the
parties hereby consent to the jurisdiction of the Superior Court of the State of Florida and the United States District Court for the District of Florida. Accordingly, with respect to any such court action, the Chairman (a) submits to the personal jurisdiction of such courts; (b)
consents to service of process; and (c) waives any other requirement (whether imposed by statute, rule of court, or otherwise) with respect to personal jurisdiction or service of process.
6.Integration. This Agreement constitutes the entire agreement between the parties with respect to the subject matter
hereof and supersedes all prior agreements between the parties concerning such subject matter.
7.Withholding. All payments and benefits provided by the Company to the Chairman under this Agreement shall be net of any tax or other amounts required to be withheld by the Company under applicable law.
8.Successor to the Chairman; Third Party Beneficiaries. This Agreement shall inure to the benefit of and be enforceable by the Chairman’s personal representatives, executors, administrators, heirs, distributees, devisees and legatees. The
provisions of this Agreement are intended to be for the benefit of, and shall be enforceable by, each of the Chairman and the Chairman’s spouse (it being understood and agreed that the Chairman’s spouse shall be a third-party beneficiary hereof).
9.Enforceability. This Agreement has been duly authorized, executed and delivered by the Company and constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as enforcement may be limited by general principles of equity and by bankruptcy, insolvency and similar
laws affective creditors’ rights. If any portion or provision of this Agreement (including, without limitation, any portion or provision of any section of this Agreement) shall to any extent be declared illegal or unenforceable by a court of competent jurisdiction, then the remainder of this Agreement, or the application of such portion or provision in circumstances other than those as to which it is so declared illegal or unenforceable, shall not be affected thereby, and each portion and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.
10.Survival. The provisions of this Agreement shall survive the termination of this Agreement to the extent necessary to effectuate the terms contained herein.
11.Waiver. No
waiver of any provision hereof shall be effective unless made in writing and signed by the waiving party. The failure of any party to require the performance of any term or obligation of this Agreement, or the waiver by any party of any breach of this Agreement, shall not prevent any subsequent enforcement of such term or obligation or be deemed a waiver of any subsequent breach.
12.Notices. Any notices, requests, demands and other communications provided for by this Agreement shall be sufficient if in writing and delivered in person or sent by a nationally recognized overnight courier service or by registered or certified mail, postage prepaid, return receipt requested, to the Chairman at the last address the Chairman has filed in writing with the Company
or, in the case of the Company, at its main offices, attention of the Chief Chairman Officer.
13.Amendment. This Agreement may be amended or modified only by a written instrument signed by the Chairman and by a duly authorized representative of the Company.
14.Governing Law. This is a Florida contract and shall be construed under and be governed in all respects by the laws of the State of Florida, without giving effect to the conflict of laws
principles of such State. With respect to any disputes concerning federal law, such disputes shall be determined in
accordance with the law as it would be interpreted and applied by the United States Court of Appeals for the Eleventh Circuit.
15.Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be taken to be an original; but such counterparts shall together constitute one and the same document.
16.Successor to Company. The
Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company expressly to assume and agree to perform this Agreement to the same extent that the Company would be required to perform it if no succession had taken place. Failure of the Company to obtain an assumption of this Agreement at or prior to the effectiveness of any succession shall be a material breach of this Agreement.
17.Gender Neutral. Wherever used herein, a pronoun in the masculine gender shall
be considered as including the feminine gender unless the context clearly indicates otherwise.
IN WITNESS WHEREOF, this Agreement has been executed as a sealed instrument by the Company by its duly authorized officer, and by the Chairman, as of the date first above written.
