Interests of the Company’s Directors and Executive Officers in the Merger

facility in an aggregate principal amount equal to $7.05 billion, (2) a senior secured revolving credit facility in an aggregate principal amount equal to $1.0 billion, (3) a senior secured bridge term facility in an aggregate principal amount equal to $4.0 billion, and (4) an unsecured bridge term facility in an aggregate principal amount equal to $3.95 billion, in each case, on the terms and subject to the conditions set forth in a commitment letter, dated as of January 31, 2022 and delivered to the Company in advance of execution of the Merger Agreement (the “Debt Commitment Letter”). The obligations of the Lenders to provide the debt financing under the Debt Commitment Letter are subject to a number of conditions, including the receipt of executed loan documentation, accuracy of representations and warranties, consummation of the transactions contemplated in the Merger Agreement, contribution of the equity contemplated by the Equity Commitment Letter, and completion of the designated  marketing period.

Limited Guarantees

Concurrently with the execution of the Merger Agreement, each of the Elliott Funds, Vista and TIBCO has executed and delivered a limited guarantee in favor of the Company (collectively, the “Guarantees”), pursuant to which each guarantor has agreed, subject to the terms and conditions of the Guarantee, to guarantee, on a several basis, the payment of its applicable percentage of Parent’s obligations to pay the Parent termination fee (as described in more detail under “The Merger Agreement — Termination Fees and Expenses”), certain reimbursement and indemnification obligations of Parent, and certain collection and interest payment obligations under the Merger Agreement, which are referred to as the “Guaranteed Obligations.” The Guaranteed Obligations are subject to a cap in an aggregate amount equal to $835.5 million.

Interests of the Company’s Directors and Executive Officers in the Merger

Details of the beneficial ownership of Citrix common stock by Citrix’s non-employee directors and executive officers are set forth in the section of this proxy statement titled “—Security Ownership of Certain Beneficial Owners and Management.” In addition to their interests in the Merger as stockholders, Citrix’s non-employee directors and executive officers have interests in the Merger that may be different from, or in addition to, the interests of Citrix stockholders generally. In considering the proposals to be voted on at the Special Meeting, you should be aware of these interests. Members of the Citrix Board and the Transaction Committee were aware of and considered these interests in reaching the determination to approve the Merger Agreement and to declare that the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement were advisable and in the best interests of Citrix and its stockholders, and in recommending that the holders of Citrix common stock vote for adoption of the Merger Agreement.

Certain Assumptions

Except as otherwise specifically noted, for purposes of quantifying the potential payments and benefits described in this section, the following assumptions were used:

•

the relevant price per share of Citrix common stock is $104.00 (referred to as the “merger consideration”);

•

except for Messrs. Henshall and Shenkman, each executive officer’s employment is terminated by Citrix without “cause” or by the executive officer for “good reason” (as such terms are defined in each executive officer’s employment or executive agreement with Citrix), in each case, immediately following the effective time of the Merger;

•

Mr. Henshall’s employment with the Company terminated on February 28, 2022 and he will receive the severance benefits as set forth in the Henshall separation agreement (as defined below);

•

Mr. Shenkman’s employment with the Company terminated on March 11, 2022 and he will receive the severance benefits as set forth in the Shenkman separation agreement (as defined below);

•

each non-employee director and executive officer holds the outstanding equity awards that were held by each such non-employee director or executive officer as of February 15, 2022, the latest practicable date before the filing of this proxy statement; and

•

the amounts set forth below regarding executive officer compensation are based on compensation levels as of February 15, 2022.

Citrix’s current executive officers are:

•

Robert M. Calderoni, our Interim Chief Executive Officer and President,

•

Michael Arenth, our Executive Vice President, Work Solutions,

•

Antonio G. Gomes, our Executive Vice President and Chief Legal Officer,

•

Woong Joseph Kim, our Executive Vice President and Chief Product and Technology Officer,

•

Donna N. Kimmel, our Executive Vice President and Chief People Officer,

•

Hector M. Lima, our Executive Vice President and Chief Customer Officer,

•

Timothy A. Minahan, our Executive Vice President, Business Strategy and Chief Marketing Officer,

•

Mark J. Schmitz, our Executive Vice President and Chief Operating Officer, and

•

Jason Smith, our Executive Vice President and Chief Financial Officer.

The disclosure below also includes David J. Henshall, our former Chief Executive Officer, Paul J. Hough, our former Chief Product Officer, and Arlen R. Shenkman, our former Chief Financial Officer, each of whom was a named executive officer in the last proxy statement that Citrix filed with the SEC. As of the date of this proxy statement, Mr. Hough remains an employee of the Company. Mr. Henshall ceased to be our Chief Executive Officer in October 2021 and transitioned to serving in an advisory role until his employment with the Company terminated on February 28, 2022. Mr. Shenkman’s employment with the Company terminated on March 11, 2022.

Citrix’s current non-employee directors are:

•

Nanci E. Caldwell

•

Murray J. Demo

•

Thomas E. Hogan

•

Moira A. Kilcoyne

•

Robert E. Knowling, Jr.

•

Peter J. Sacripanti

•

J. Donald Sherman

Treatment of Equity and Equity-Based Awards

For additional information regarding beneficial ownership of Citrix common stock by each of Citrix’s non-employee directors and named executive officers and beneficial ownership of Citrix common stock by all non-employee directors and executive officers as a group, please see the section of this proxy statement titled “Security Ownership of Certain Beneficial Owners and Management.” Each of Citrix’s non-employee directors and executive officers will be entitled to receive, for each share of Citrix common stock he or she holds as of immediately prior to the effective time of the Merger, the same merger consideration in cash in the same manner as other holders of Citrix common stock.

Citrix’s non-employee directors hold Citrix RSU awards and Citrix DSU awards and Citrix’s executive officers hold Citrix RSU awards, Citrix DSU awards and Citrix PRSU awards that will be afforded the treatment described below. Citrix’s executive officers and non-employee directors do not hold any outstanding Citrix stock options, and Citrix’s non-employee directors do not hold any outstanding Citrix PRSU awards. Citrix’s non-employee directors are eligible to receive full acceleration of vesting of equity awards granted under the applicable equity plan upon an “acquisition” (as defined in such plan and which includes the Merger). Citrix’s executive officers are party to employment and executive agreements with Citrix that provide for certain acceleration of vesting of equity awards in the case of a qualifying termination of employment within 12 to 18 months following a change in control, which will include completion of the Merger.

Immediately prior to the effective time of the Merger:

•

Citrix DSU awards: Each Citrix DSU award, whether or not vested, will be automatically cancelled and converted into the right to receive an amount in cash equal to the product obtained by multiplying (1) the aggregate number of shares of Citrix common stock subject to such Citrix DSU award by (2) the merger consideration.

•

Citrix RSU awards: Each Citrix RSU award (with time-based vesting only) will be automatically cancelled and converted into the contingent right to receive an aggregate amount in cash (referred to as a “converted cash award”) equal to the product obtained by multiplying (1) the aggregate number of shares of Citrix common stock subject to such Citrix RSU award by (2) the merger consideration.

•

Citrix PRSU awards: Each Citrix RSU award that is subject to performance-based vesting will be deemed earned for such number of shares of Citrix common stock as determined in accordance with the terms of the applicable award agreement, and such Citrix PRSU awards will be automatically cancelled and converted into a converted cash award with respect to an aggregate amount in cash equal to the product obtained by multiplying (1) the aggregate number of shares of Citrix common stock subject to such Citrix PRSU award (as deemed earned) by (2) the merger consideration. Pursuant to the applicable award agreements, our executive officers’ PRSUs are deemed to satisfy maximum performance levels (200%) upon a change in control of Citrix, such as the Merger.

Each of the converted cash awards assumed and converted as described above shall continue to have, and shall be subject to, the same terms and conditions (including vesting, acceleration of vesting and forfeiture) as applied to the corresponding Citrix RSU award or Citrix PRSU award, as applicable, immediately prior to the effective time of the Merger. Notwithstanding the foregoing, any unvested equity awards held by Citrix’s non-employee directors will automatically accelerate and become fully vested in connection with the Merger in accordance with Citrix’s equity plans in place prior to the Merger.

The tables below show the number of shares underlying outstanding unvested Citrix RSU awards, unvested Citrix PRSU awards and Citrix DSU awards (vested and unvested) held by Citrix’s executive officers and non-employee directors as of February 15, 2022 and the consideration, in cash, they can expect to receive for the Citrix RSU awards, Citrix PRSU awards and Citrix DSU awards, assuming continued employment/service through both the (1) closing date of the Merger and (2) earliest of any remaining vesting dates or an earlier qualifying termination (other than for Messrs. Henshall and Shenkman). For Mr. Henshall, who terminated employment with the Company on February 28, 2022, the tables below reflect the consideration, in cash, that he can expect to receive for his Citrix PRSU awards and Citrix DSU awards, to the extent they remain outstanding, upon the closing date of the Merger. The tables below also assume that no Citrix RSUs, Citrix PRSUs or Citrix DSUs held by executive officers (other than Messrs. Henshall and Shenkman) or non-employee directors will vest (unless, in the case of Citrix DSUs, already vested) or settle between February 15, 2022 and the closing date of the Merger. As noted above, as of February 15, 2022, Citrix’s executive officers and non-employee directors did not hold any outstanding Citrix stock options, and Citrix’s non-employee directors did not hold any outstanding Citrix PRSU awards. The tables below do not reflect the potential restricted stock units that Citrix’s non-employee directors may receive if the consummation of the Merger does not occur by July 1, 2022. Such

annual grants, if made, would each have an aggregate total value of $250,000 and would vest on the first anniversary of the grant date; however, if the closing of the Merger occurs prior to the first anniversary of the grant date, then a pro rata portion of such award based on the period between the grant date and such closing shall vest upon the closing of the Merger and the balance of the award will be forfeited.

Cash Payments to Executive Officers and Non-Employee Directors in Respect of Citrix RSUs

Name		No. of Citrix RSUs				Consideration ($)(1)
Executive Officers:
Robert M. Calderoni			105,966				11,020,464
Michael Arenth			62,770				6,528,080
Antonio G. Gomes			22,599				2,350,296
David J. Henshall (2)			—				—
Paul J. Hough			22,340				2,323,360
Woong Joseph Kim			77,302				8,039,408
Donna N. Kimmel			20,146				2,095,184
Hector Lima			29,387				3,056,248
Timothy A. Minahan			20,146				2,095,184
Mark J. Schmitz			38,284				3,981,536
Arlen R. Shenkman (3)			—				—
Jason Smith			34,209				3,557,736
Non-Employee Directors:
Nanci E. Caldwell			2,144				222,976
Murray J. Demo			2,144				222,976
Thomas E. Hogan			2,144				222,976
Moira A. Kilcoyne			2,144				222,976
Robert E. Knowling, Jr.			—				—
Peter J. Sacripanti			2,144				222,976
J. Donald Sherman			2,144				222,976

(1)	The value of Citrix RSUs shown in the table is based on the $104.00 per share merger consideration.

(2)	Mr. Henshall’s employment with the Company terminated on February 28, 2022 and a portion of his unvested Citrix RSUs (59,847 underlying shares) were vested and settled upon termination, pursuant to his executive agreement. The remaining unvested Citrix RSUs were forfeited at such time.

(3)	Mr. Shenkman’s employment with the Company terminated on March 11, 2022 and a portion of his unvested Citrix RSUs (29,712 underlying shares) were vested and settled upon termination, pursuant to his executive agreement. The remaining unvested Citrix RSUs were forfeited at such time.

Cash Payments to Executive Officers in Respect of Citrix PRSUs

Name		No. of Citrix PRSUs(1)				Consideration ($)(2)
Robert M. Calderoni			—				—
Michael Arenth			—				—
Antonio G. Gomes			62,638				6,514,352
David J. Henshall (3)			86,324				8,977,696
Paul J. Hough			61,696				6,416,384
Woong Joseph Kim			31,513				3,277,352
Donna N. Kimmel			55,546				5,776,784

Name		No. of Citrix PRSUs(1)				Consideration ($)(2)
Hector Lima			37,078				3,856,112
Timothy A. Minahan			55,546				5,776,784
Mark J. Schmitz			74,403				7,737,912
Arlen R. Shenkman (4)			—				—
Jason Smith			—				—

(1)

In accordance with the terms of the applicable award agreements, the Citrix PRSUs will be deemed earned at maximum payout of 200% of target upon completion of the Merger. The Citrix PRSU awards will continue to be subject to time-based vesting, and subject to accelerated vesting upon a qualifying termination as described below under “—Severance Entitlements”.

(2)	The value of Citrix PRSUs shown in the table is based on the $104.00 per share merger consideration.

(3)

Mr. Henshall’s Citrix PRSUs will be deemed earned at maximum payout of 200% of target upon completion of the Merger in accordance with the terms of the award agreement governing such Citrix PRSUs, but will be prorated in accordance with his executive agreement and will be vested upon the completion of the Merger.

(4)	Mr. Shenkman’s Citrix PRSUs were forfeited in connection with his termination of employment.

Cash Payments to Executive Officers and Non-Employee Directors in Respect of Citrix DSUs

(Vested and Unvested)

Name		No. of Citrix DSUs(1)				Consideration ($)(2)
Executive Officers:
Robert M. Calderoni			17,685				1,839,240
David J. Henshall (3)			50,066				5,206,864
Non-Employee Directors:
Nanci E. Caldwell			32,496				3,379,584
Murray J. Demo			—				—
Thomas E. Hogan			—				—
Moira A. Kilcoyne			—				—
Robert E. Knowling, Jr.			3,502				364,208
Peter J. Sacripanti			12,278				1,276,912
J. Donald Sherman			—				—

(1)

The amounts set forth above reflect Citrix DSUs (both vested and unvested) and further assume that no Citrix DSUs held by executive officers or non-employee directors will settle between February 15, 2022 and the closing date. As of February 15, 2022, only Mr. Knowling held unvested Citrix DSUs (2,144).

(2)	The value of Citrix DSUs shown in the table is based on the $104.00 per share merger consideration.

(3)	Mr. Henshall’s employment with the Company terminated on February 28, 2022 and his vested Citrix DSUs will be paid upon the earlier of (i) six months and one day following his separation from service or (ii) upon completion of the Merger.

Severance Entitlements

Each of Citrix’s executive officers is (or was, in the cases of Messrs. Henshall and Shenkman) a party to an employment or executive agreement (each referred to as an “executive agreement”) that provides for certain severance payments and benefits in the event of a qualifying termination.

Mr. Calderoni’s executive agreement provides that, upon Mr. Calderoni’s termination of employment by Citrix without “cause” or if he resigns his position for “good reason” (each as defined in his executive agreement), in

either case upon or within the 18-month period following a “change in control” (as defined in his executive agreement and which includes the Merger), he will be entitled to receive the following severance payments and benefits: (1) a lump sum payment equal to one and one-half times the sum of his annual base salary plus his annual target incentive compensation; (2) a lump sum payment of his pro rata annual target cash incentive compensation for the year of termination; (3) continued health coverage for up to 18 months; and (4) full accelerated vesting of any unvested and outstanding RSUs. In addition, Mr. Calderoni would be eligible to receive a lump sum cash payment of $3.375 million for the extension of his non-competition and non-solicitation agreement for an additional six months. For purposes of the definition of “good reason” in Mr. Calderoni’s executive agreement, it will be considered a substantial reduction in the nature or scope of his duties or responsibilities if, in the event of a change in control, he is no longer serving as President and Chief Executive Officer for the ultimate parent of the resulting company or such parent is not a publicly traded company. The foregoing severance payments and benefits under Mr. Calderoni’s executive agreement are subject to the delivery of an effective separation and release agreement by Mr. Calderoni containing, among other provisions, a general release of claims in favor of the Company. Mr. Calderoni’s executive agreement does not provide for any tax gross-up payments.

Mr. Calderoni is also party to a benefits continuation agreement with the Company (referred to as the “Calderoni benefits agreement”) that provides for Mr. Calderoni and his spouse to participate in the Company’s health insurance coverage until each such individual attains age 65, or no longer requires or desires such coverage. Mr. Calderoni is currently paying the employee portion of this cost; however, the Calderoni benefits agreement provides that, after he is no longer on the Citrix Board, the Company will provide such health coverage at no cost to Mr. Calderoni.

Mr. Henshall was party to an executive agreement that provided for certain severance payments and benefits upon the termination of his employment with the Company, which occurred on February 28, 2022. In connection with his departure from the Company, Mr. Henshall entered into a separation agreement with the Company, effective as of February 28, 2022 (referred to as the “Henshall separation agreement”), pursuant to which he will receive severance payments and other separation benefits provided under his executive agreement, which are not contingent upon the Merger (consisting of 24 months of salary continuation; continued health insurance coverage and financial planning services for up to 18 months; accelerated vesting of a portion of his unvested Citrix RSU awards; and non-forfeiture of a portion of his unvested Citrix PRSU awards that will remain outstanding). These unvested Citrix PRSU awards will be treated in the same manner as other Citrix PRSU awards in the Merger. In addition, the Henshall separation agreement provides Mr. Henshall with the right to receive a supplemental payment of $8,750,000 upon the closing of the Merger. The payments and benefits under the Henshall separation agreement are subject to the execution and non-revocation of a general release of claims by Mr. Henshall in favor of Citrix.

Mr. Shenkman was also party to an executive agreement that provided for certain severance payments and benefits upon the termination of his employment with the Company, which occurred on March 11, 2022. In connection with his departure from the Company, Mr. Shenkman entered into a separation agreement with the Company, effective as of March 11, 2022 (referred to as the “Shenkman separation agreement”), pursuant to which he will receive severance payments and other separation benefits provided under his executive agreement, which are not contingent upon the Merger (consisting of a lump sum payment equal to (i) his annual base salary and (ii) the higher of (a) his annual base salary and (b) his cash incentive compensation target for the fiscal year that ended immediately prior to the date of termination; continued health insurance coverage; executive-level outplacement services and continued financial planning services for up to 12 months; and accelerated vesting of a portion of Citrix RSU awards that vest solely based on the passage of time). In addition, the Shenkman separation agreement provides Mr. Shenkman with the right to receive a supplemental payment of $4,000,000 upon the closing of the Merger. The payments and benefits under the Shenkman separation agreement are subject to the execution and non-revocation of a general release of claims by Mr. Shenkman in favor of Citrix.

All of Citrix’s other executive officers are a party to executive agreements that provide that upon the applicable executive’s termination by Citrix without “cause” or if he or she resigns from his or her position for “good reason” (each as defined in the executive agreement), in either case, within the 12-month period following a “change in control” (as defined in the executive agreement and which includes the Merger), he or she will be entitled to receive the following: (1) a lump sum payment equal to 150% (or 100% for Mr. Smith) of the sum of (a) his or her annual base salary and (b) his or her cash incentive compensation target for the then-current fiscal year; (2) continued health insurance coverage for up to 18 months (or 12 months for Mr. Smith); (3) accelerated vesting of the unvested portion of any equity awards (or awards issued in substitution therefor); (4) 18 months (or 12 months for Mr. Smith) of executive-level outplacement services; and (5) continued financial planning services for 18 months (or 12 months for Mr. Smith) following termination. For purposes of the definition of “good reason” in the executive agreements of Messrs. Smith, Schmitz and Gomes and Ms. Kimmel, it will be considered a substantial reduction in the nature or scope of his or her duties or responsibilities if, in the event of a change in control, he or she is no longer serving in the stated capacity for the ultimate parent of the resulting company or such parent is not a publicly traded company. The foregoing severance payments and benefits under the executive agreements for all other Citrix executive officers are subject to the delivery of an effective separation and release agreement by the executive officer containing, among other provisions, a general release of claims in favor of the Company. In addition to the foregoing, the executive agreement with Mr. Arenth provides for the accelerated vesting of his initial Citrix RSU award set forth in the table above upon a change in control of the Company, which includes the Merger. None of such executive agreements provide for a tax gross up payment.

Each of the executive agreements contains what is sometimes referred to as a “best-net” provision. If any amounts or benefits to be paid or provided under the executive agreements or otherwise would cause payments or benefits (or other compensation) to not be fully deductible by Citrix for federal income tax purposes because of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) (or that would subject the executive officer to the excise tax imposed by Section 4999 of the Code), such payments and benefits (and other compensation) will be reduced to the extent necessary such that no portion of such payments or benefits (or other compensation) will be subject to the excise tax imposed by Section 4999 of the Code, except that such a reduction will be made only if, by reason of such reduction, the executive officer’s net after-tax benefit exceeds the net after-tax benefit such executive officer would realize if such reduction were not made.

The estimated value of the severance payments and benefits for each of Mr. Calderoni and our named executive officers is set forth below in the table entitled “—Quantification of Payments and Benefits”. Based on the same assumptions set forth in footnote 1 to such table, the estimated cash severance payment for each of the Company’s executive officers who are not named executive officers, assuming a qualifying termination immediately following the Merger, are as follows: Michael Arenth, $1,575,000; Donna N. Kimmel, $1,425,000; Hector Lima, $1,575,000; Timothy A. Minahan, $1,425,000; Mark J. Schmitz, $1,800,000; and Jason Smith, $562,500. The costs of continuing health benefits, outplacement services and financial planning services for these other executive officers would be consistent with such costs for the named executive officers as set forth in such table.

Quantification of Payments and Benefits

In accordance with Item 402(t) of Regulation S-K, the table below sets forth for Mr. Calderoni and each of Citrix’s named executive officers the estimated amount of compensation based on or otherwise related to the Merger and that will or may become payable to the named executive officer (1) solely as a result of the completion of the Merger (i.e., on a “single-trigger” basis) or (2) conditioned on a qualifying termination of employment following or in connection with the Merger (i.e., on a “double-trigger” basis). The holders of Citrix common stock are being asked to approve, on a non-binding, advisory basis, such compensation for the named executive officers. Because the vote to approve such compensation is advisory only, it will not be binding on Citrix, Parent or Merger Subsidiary. Accordingly, if the proposal to adopt the Merger Agreement is approved by the holders of Citrix common stock and the Merger is completed, the compensation will be payable regardless of

the outcome of the vote to approve such compensation, subject only to the conditions applicable thereto, which are described in the footnotes to the table below and in the narrative above.

The potential payments in the table below are based on the following assumptions:

•

the relevant price per share of Citrix common stock is $104.00;

•

the effective time of the Merger is February 15, 2022, which is the assumed date of the effectiveness of the Merger solely for purposes of this golden parachute compensation disclosure;

•

each named executive officer’s employment (other than Messrs. Henshall’s and Shenkman’s employment) is subject to a qualifying termination immediately following the effective time of the Merger, which entitles the named executive officer to receive the severance benefits described above under “— Severance Entitlements;”

•

even though Messrs. Henshall and Shenkman terminated employment with the Company on February 28, 2022, and March 11, 2022, respectively, for purposes of this golden parachute compensation disclosure, the assumed date of Messrs. Henshall’s and Shenkman’s termination is before the assumed date of the effectiveness of the Merger. In connection with Messrs. Henshall’s and Shenkman’s termination, each executive will receive the severance benefits pursuant to the Henshall separation agreement and Shenkman separation agreement, respectively, described above under “— Severance Entitlements;”

•

except for Messrs. Henshall and Shenkman, each named executive officer holds the outstanding equity awards that were held by each named executive officer as of February 15, 2022, the latest practicable date before the filing of this proxy statement;

•

the amounts set forth in the table below regarding named executive officer compensation are based on compensation levels as of February 15, 2022; and

•

the “best-net” provision contained in the executive agreements, described above under “— Severance Entitlements,” will not apply.

The amounts shown are estimates of amounts that would be payable to the named executive officers based on multiple assumptions that may or may not actually occur, including the assumptions described above. Some of the assumptions are based on information not currently available and, as a result, the actual amounts received by a named executive officer may differ materially from the amounts shown in the following table.

The following table and footnotes describe the benefits each named executive officer is eligible to receive in connection with the completion of the Merger.

Potential Payments to Named Executive Officers

Named Executive Officer		Cash ($)(1)				Equity ($)(2)				Perquisites/ Benefits ($)(1)				Total ($)
Robert M. Calderoni			7,314,041				12,859,704				74,277				20,248,022
David J. Henshall			8,750,000	(3)			8,977,696	(4)			—				17,727,696
Arlen R. Shenkman			4,000,000	(3)			—				—				4,000,000
Antonio G. Gomes			1,496,250				8,864,648				83,539				10,444,437
Paul J. Hough			1,496,250				8,739,744				83,539				10,319,533
Woong Joseph Kim			1,800,000				11,316,760				57,688				13,174,448

(1)	As described above under “— Severance Entitlements,” the payments described in the “Cash” column, other than for Messrs. Henshall and Shenkman, are “double-trigger,” as they will only be payable in the event of a

qualifying termination of employment during the period beginning on the effective time of the Merger and ending 12 or 18 months after such date, as the case may be. These payments are based on, as applicable, each named executive officer’s base salary, target cash incentive compensation, covenant bonus, outplacement services, continued financial planning services, and monthly benefits continuation cost in effect as of February 15, 2022. The amounts included under the Cash column represent cash severance for each named executive officer (other than Messrs. Henshall and Shenkman), calculated in accordance with their executive agreement as described above under “— Severance Entitlements,” and a $3,375,000 covenant bonus for Mr. Calderoni. The cash severance for Mr. Calderoni includes his target cash incentive compensation of $1,500,000, prorated for 2022 until February 15, 2022, equal to $189,041. The amount included under the Cash column for Messrs. Henshall and Shenkman represents a $8,750,000 and $4,000,000, respectively, supplemental payment, as described above under “— Severance Entitlements.” The amounts included under the Perquisites/Benefits column represent: $18,775 in outplacement services for Messrs. Gomes, Hough and Kim; $25,815 in continued financial planning services for Messrs. Gomes, Hough, and Kim; and total benefits continuation costs as follows: $25,711 for Mr. Calderoni; $38,949 for Mr. Gomes; $38,949 for Mr. Hough; and $13,098 for Mr. Kim. All such amounts are “double-trigger.” In addition, the Perquisites/Benefits column includes $48,566, representing $1,429 per month to cover the costs of health coverage for Mr. Calderoni and his spouse until Mr. Calderoni and his spouse each reaches the age of 65, pursuant to the Calderoni benefits agreement. Such costs are “single trigger” as they will be payable upon closing of the Merger since Mr. Calderoni will no longer be on the Citrix Board. As a condition of receiving the severance benefits under the executive agreements, the named executive officers must execute a general release of claims in favor of Citrix. Each of our named executive officers has entered into our standard form of confidential information, intellectual property assignment and noncompetition agreement. Under the terms of such agreements, each named executive officer has agreed (a) not to compete with us during his employment and for a period of one year after the termination of his employment, (b) not to solicit our employees or customers during his employment and for a period of one year after the termination of his employment, (c) to protect our confidential and proprietary information and (d) to assign to us related intellectual property developed during the course of his employment.

(2)

As described above under “— Treatment of Equity and Equity-Based Awards,” these amounts, other than for Messrs. Henshall and Shenkman, represent the aggregate amount payable pursuant to the Merger Agreement to each named executive officer in respect of any outstanding unvested Citrix RSUs, Citrix DSUs (whether vested or unvested) and unvested Citrix PRSUs held as of February 15, 2022 (with the performance metrics applicable to the Citrix PRSUs deemed to be achieved at 200% of target). The amounts payable with respect to such Citrix RSUs, Citrix DSUs (whether vested or unvested) and unvested Citrix PRSUs are set forth in the individual tables under “— Treatment of Equity and Equity-Based Awards.” Payments with respect to any unvested Citrix DSUs are “single trigger” and will be paid in connection with the consummation of the Merger. All of the Citrix DSU awards included in the table are vested. Payments with respect to any Citrix RSUs and Citrix PRSUs are “double trigger” and will become payable upon the named executive officer’s qualifying termination as described in further detail above under “— Severance Entitlements.”

(3)	As described above under “— Severance Entitlements,” the payments for Messrs. Henshall and Shenkman are “single trigger,” as they are payable upon closing of the Merger pursuant to the Henshall separation agreement and Shenkman separation agreement, respectively.

(4)

As described above under “— Severance Entitlements,” these amounts represent the aggregate amount payable to Mr. Henshall in respect of his outstanding unvested Citrix PRSUs held as of February 15, 2022 (with the performance metrics applicable to the Citrix PRSUs deemed to be achieved at 200% of target and prorated in accordance with the Henshall separation agreement). Payments with respect to any unvested Citrix PRSUs are “single trigger”, as they are payable upon closing of the Merger pursuant to the Henshall separation agreement. Excludes Mr. Henshall’s vested Citrix DSUs (50,066 underlying shares) which will be settled six months and one day following his separation from service or, if earlier, upon completion of the Merger.