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Exhibit 10.19
SEVERANCE AGREEMENT AND GENERAL RELEASE
This Severance Agreement and General Release ("Agreement") dated June
5, 2000 is a contract between Citrix Systems, Inc. ("Citrix") and Douglas
Wheeler ("Wheeler"), whose employment with Citrix will end as the result of his
voluntary resignation. This Agreement sets out the terms under which Wheeler's
employment with Citrix will end. The following are the terms of the Agreement:
1. SEPARATION DATE: Wheeler's employment with Citrix shall end
effective October 1, 2000 (the "Separation Date"). Wheeler recognizes that this
Agreement and its provisions will not become effective until he executes the
Agreement and delivers a signed letter of resignation ("Resignation") to Citrix
or its duly authorized representative dated as of the date hereof. Wheeler
further agrees that the payments contemplated and outlined by this Agreement
shall not be due to him until after the fully executed Agreement and Resignation
is delivered to Citrix or its duly authorized representative. Wheeler further
agrees that from and after the date hereof, Wheeler shall no longer be an
officer of Citrix and shall not hold himself out to others as an officer of
Citrix, including to Citrix employees, stockholders, suppliers or customers at
any time for any reason.
2. INTERIM PERIOD: Subject to the conditions set forth in Paragraph 3
below, the parties agree that from the date hereof and ending on the Separation
Date, Wheeler shall receive the following compensation and benefits:
(a) Wheeler shall continue to receive his base semi-monthly salary
in effect on the date Wheeler executes this Agreement, payable
in accordance with Citrix's regular payroll practices, as may be
modified from time to time.
(b) Wheeler shall be eligible to participate in qualified
retirement, group medical, accident, disability, life and health
benefit plans and any other benefits of Citrix as may be
provided and modified by Citrix from time to time, to the same
extent as, and subject to the same terms, conditions and
limitations applicable to, other employees of Citrix of similar
rank and tenure. However, Wheeler will not continue to accrue
vacation benefits after the date hereof.
(c) After the Separation Date, Citrix shall have no further
obligation to make any payments or provide any benefits to
Wheeler except as required by law or as otherwise provided for
in this Agreement.
(d) Pursuant to Citrix's stock option plans (the "Plans") and any
written stock option agreements between Wheeler and Citrix (the
"Option Agreements"), vesting of any options granted to Wheeler
by the Separation Date will cease on Separation Date. Wheeler
agrees and understands that he is bound by terms of the Option
Agreements regarding the time period after the Separation Date
within which Wheeler must exercise any vested portion of any
stock option that
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was exercisable on the Separation Date. All stock options will
continue to be governed by the applicable Plans and the Option
Agreements.
(e) Wheeler's eligibility for participation in Citrix's health plans
will terminate on the Separation Date, and such date shall
constitute the "qualifying event" under the Consolidated Omnibus
Budget Reconciliation Act of 1985, as amended ("COBRA"). Wheeler
understands that he will receive additional COBRA information
under separate cover.
(f) Wheeler will not be eligible for any salary, bonus, other
compensation or benefits other than those set forth in Paragraphs
2(a) through 2(e) above, and all payments set forth in such
Paragraphs shall be subject to all applicable federal, state
and/or local withholding taxes.
3. CONDITIONS: Nothwithstanding anything in this Agreement to the
contrary, Wheeler's employment with Citrix shall end immediately (the
"Early Termination Date") if and when Wheeler provides "full time services"
to or on behalf of any entity or individual other than Citrix. The parties
agree that upon such early termination, Citrix will pay Wheeler an amount
representing a one lump-sum payment representing that number of months
compensation remaining from the Early Termination Date to the Separation
Date and that Citrix shall have no further obligation to make any payments or
provide any benefits to Wheeler except as required by law or as otherwise
provided for in this Agreement. As used herein, "full time services" shall mean
services provided by Wheeler as an employee of that entity or individual as
opposed to services provided by Wheeler as a consultant or independent
contractor.
4. SEVERANCE FROM EMPLOYMENT: Upon the end of Wheeler's employment on
the Separation Date or the Early Termination Date, as applicable, Citrix shall
pay to Wheeler, as additional gross wages in lieu of notice, the equivalent of
eight months' base salary, $170,000.00, less any required payroll deductions.
5. RELOCATION EXPENSES: Citrix hereby agrees, for valuable consideration
receipt of which is hereby acknowledged, that it will not institute any
proceedings, exercise any rights pursuant to any other agreement or at law, or
otherwise take any action to recover the amounts paid by Citrix for relocation
expenses on behalf of Wheeler.
6. VALID CONSIDERATION: Wheeler agrees that the payments and benefits
described in this Agreement, including the payments set forth in Paragraphs 3
and 4 above, are in exchange for Wheeler signing this Agreement. Wheeler
further understands and agrees that he is not otherwise entitled to the
payments and benefits described in this Agreement, including the payments set
forth in Paragraphs 3 and 4 above.
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7. RETURN OF PROPERTY: Immediately upon execution of this Agreement,
Wheeler will return to Citrix all confidential, proprietary and/or trade secret
materials, including, without limitation, written or recorded information
received under confidential conditions as well as other information the use or
disclosure of which might reasonably be construed to be contrary to the
interests of Citrix. In connection with, and in addition to, such confidential
information, Wheeler will also return all keys and other physical and personal
property that he received in connection with his employment with Citrix.
8. CONFIDENTIALITY: Wheeler acknowledges that he is bound by the terms
of the Confidentiality Agreement he executed at the commencement of his
employment with Citrix, and that the terms and conditions of the confidentiality
agreement are incorporated into this Agreement. Further, Wheeler understands and
agrees that in the course of his employment with Citrix, he has had access to,
been entrusted with, and otherwise acquired knowledge of confidential,
proprietary and/or trade secret information of Citrix, its clients and/or its
business partners. Wheeler further understands and agrees that such information
was disclosed to him in confidence and for use only as an employee of Citrix.
Wheeler agrees to keep such information confidential at all times, that he will
not disclose or communicate such information to any third party, and that he
will not make use of such information on his own behalf, or on behalf of any
third party. Further, the parties agree that, unless required by law or by a
court of competent jurisdiction, this document shall remain confidential and
will not be used for any purpose other than enforcing its specific terms in an
action between the parties hereto. Wheeler's failure to adhere to the
confidentiality provisions of this Agreement will entitled Citrix to liquidated
damages in the amount of $1,000 per incident.
9. ENTIRE AGREEMENT: Both Citrix and Wheeler agree that this Agreement,
along with the aforementioned Confidentiality Agreement, sets forth all of the
covenants, promises, agreements, conditions and understandings between Wheeler
and Citrix and supersedes any and all prior covenants, promises, agreements,
conditions and understandings between Wheeler and Citrix. This Agreement may be
modified only in writing and signed by the all parties to this Agreement.
10. GOVERNING LAW: This Agreement shall be interpreted in accordance
with the laws of the State of Florida.
11. RELEASE. In exchange for the monies described above, and subject to
the conditions outlined in this Agreement, Wheeler (on his own behalf and on
behalf of his heirs, personal representatives, and any other person who may be
entitled to make a claim through him or on his behalf) forever releases and
discharges Citrix, including its successor, assigns, agents, parents, or
subsidiaries, from any and all claims, charges, actions and causes of action of
any kind or nature that he once had or may now have, whether arising out of his
employment or termination of employment with Citrix, or otherwise, and whether
such claims are now known or unknown to him. Further, Wheeler agrees not to
bring any charges, claims, or actions, against Citrix in the
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future arising from events occurring prior to the date on which he executed this
Agreement. Wheeler realizes that there are many laws and regulations relating to
employment relationships. Without limiting the comprehensive nature of this
Release, Wheeler intends to release Citrix from any and all other claims he may
have under those laws arising from events occurring prior to the date on which
he executes this Agreement.
12. KNOWING AND VOLUNTARY: Wheeler agrees that he has signed this
Agreement knowingly, voluntarily, and after such other consultation as he deems
appropriate. Wheeler agrees that, in executing this Agreement, he has not
relied on any representation or statement not set forth in it.
13. BINDING EFFECT: Wheeler understands that this Agreement is a
binding contract.
14. SEVERABILITY: The parties agree that to the extent that any
provision or portion of this Agreement is determined by a court of competent
jurisdiction to be invalid or unenforceable in any respect, the validity or
enforceability of the remaining provisions or portions of this Agreement will
not be affected by such determination.
Signed:
CITRIX SYSTEMS, INC.
By: /s/ Mark B. Templeton 6/15/00
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Date
/s/ Douglas Wheeler 6/18/00
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Douglas Wheeler Date
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