EXHIBIT NO. 10.1

                              CITRIX SYSTEMS, INC.

                           SECOND AMENDED AND RESTATED
            2000 DIRECTOR AND OFFICER STOCK OPTION AND INCENTIVE PLAN

1.       PURPOSE AND ELIGIBILITY

         The purpose of this Second Amended and Restated 2000 Director and
Officer Stock Option and Incentive Plan (the "PLAN") of Citrix Systems, Inc.
(the "COMPANY") is to provide stock options and other equity interests in the
Company (each an "AWARD") to officers and directors of the Company and its
Subsidiaries, all of whom are eligible to receive Awards under the Plan. Any
person to whom an Award has been granted under the Plan is called a
"PARTICIPANT". Additional definitions are contained in Section 8.

2.       ADMINISTRATION

         a. ADMINISTRATION BY BOARD OF DIRECTORS. The Plan will be administered
by the Board of Directors of the Company (the "BOARD"). The Board, in its sole
discretion, shall have the authority to grant and amend Awards, to adopt, amend
and repeal rules relating to the Plan and to interpret and correct the
provisions of the Plan and any Award. All decisions by the Board shall be final
and binding on all interested persons. Neither the Company nor any member of the
Board shall be liable for any action or determination relating to the Plan.

         b. APPOINTMENT OF COMMITTEES. To the extent permitted by applicable
law, the Board may delegate any or all of its powers under the Plan to one or
more committees or subcommittees of the Board (a "COMMITTEE"). All references in
the Plan to the "BOARD" shall mean such Committee or the Board.

         c. DELEGATION TO EXECUTIVE OFFICERS. To the extent permitted by
applicable law, the Board may delegate to one or more executive officers of the
Company the power to grant Awards and exercise such other powers under the Plan
as the Board may determine, PROVIDED THAT the Board shall fix the maximum number
of Awards to be granted and the maximum number of shares issuable to any one
Participant pursuant to Awards granted by such executive officers.

3.       STOCK AVAILABLE FOR AWARDS

         a. NUMBER OF SHARES. Subject to adjustment under Section 3(c), the
aggregate number of shares of Common Stock of the Company (the "COMMON STOCK")
that may be issued pursuant to the Plan is equal to (i) 4,000,000 shares plus,
effective as of January 1, 2001 and each year thereafter, a number of shares of
Common Stock equal to one-half of one percent (.5%) of the total number of
shares of Common Stock issued and outstanding as of the close of business on
December 31 of the preceding year, less (ii) effective as of August 11, 2003,
500,000 shares. Notwithstanding anything to the contrary in this paragraph 3(a),




no more than an aggregate of 3,000,000 shares of Common Stock may be issued
pursuant to the exercise of Incentive Stock Options (as hereinafter defined)
granted under the Plan (including shares issued pursuant to the exercise of
Incentive Stock Options granted under the Plan that are the subject of
disqualifying dispositions within the meaning of Sections 421, 422 and 424 of
the Code and the regulations thereunder). If any Award expires, or is
terminated, surrendered or forfeited, in whole or in part, the unissued Common
Stock covered by such Award shall again be available for the grant of Awards
(other than ISOs) under the Plan. If shares of Common Stock issued pursuant to
the Plan are repurchased by, or are surrendered or forfeited to, the Company at
no more than cost, such shares of Common Stock shall again be available for the
grant of Awards under the Plan. Shares issued under the Plan may consist in
whole or in part of authorized but unissued shares or treasury shares.

         b. PER-PARTICIPANT LIMIT. Subject to adjustment under Section 3(c), no
Participant may be granted Awards during any one fiscal year to purchase more
than 1,000,000 shares of Common Stock.

         c. ADJUSTMENT TO COMMON STOCK. In the event of any stock split, stock
dividend, extraordinary cash dividend, recapitalization, reorganization, merger,
consolidation, combination, exchange of shares, liquidation, spin-off, split-up,
or other similar change in capitalization or event, (i) the number and class of
securities available for Awards under the Plan and the per-Participant share
limit, (ii) the number and class of securities, vesting schedule and exercise
price per share subject to each outstanding Option, (iii) the repurchase price
per security subject to repurchase, and (iv) the terms of each other outstanding
stock-based Award shall be adjusted by the Company (or substituted Awards may be
made) to the extent the Board shall determine, in good faith, that such an
adjustment (or substitution) is appropriate.

4.       STOCK OPTIONS

         a. GENERAL. The Board may grant options to purchase Common Stock (each,
an "OPTION") and determine the number of shares of Common Stock to be covered by
each Option, the exercise price of each Option and the conditions and
limitations applicable to the exercise of each Option and the Common Stock
issued upon the exercise of each Option, including vesting provisions,
repurchase provisions and restrictions relating to applicable federal or state
securities laws, as it considers advisable.

         b. INCENTIVE STOCK OPTIONS. An Option that the Board intends to be an
"incentive stock option" as defined in Section 422 of the Code (an "INCENTIVE
STOCK OPTION") shall be granted only to employees of the Company and shall be
subject to and shall be construed consistently with the requirements of Section
422 of the Code. The Board and the Company shall have no liability if an Option
or any part thereof that is intended to be an Incentive Stock Option does not
qualify as such. An Option or any part thereof that does not qualify as an
Incentive Stock Option is referred to herein as a "NONSTATUTORY STOCK OPTION.

         c. EXERCISE PRICE. The exercise price per share specified in the
applicable option agreement relating to each Option granted shall not be less


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than the fair market value per share of Common Stock on the date of such grant,
PROVIDED HOWEVER, that if a Non-Qualified Option is expressly granted in lieu of
a reasonable amount of salary or cash bonus, the exercise price per share
specified in the applicable option agreement may be equal to or greater than 85%
of the fair market value per share of Common Stock on the date of such grant.

         d. DURATION OF OPTIONS. Each Option shall be exercisable at such times
and subject to such terms and conditions as the Board may specify in the
applicable option agreement.

         e. EXERCISE OF OPTION. Options may be exercised only by delivery to the
Company of a written notice of exercise signed by the proper person together
with payment in full as specified in Section 4(f) for the number of shares for
which the Option is exercised.

         f. PAYMENT UPON EXERCISE. Common Stock purchased upon the exercise of
an Option shall be paid for by one or any combination of the following forms of
payment:

                  (i) by check payable to the order of the Company;

                  (ii) except as otherwise explicitly provided in the applicable
option agreement, and only if the Common Stock is then publicly traded, delivery
of an irrevocable and unconditional undertaking by a creditworthy broker to
deliver promptly to the Company sufficient funds to pay the exercise price, or
delivery by the Participant to the Company of a copy of irrevocable and
unconditional instructions to a creditworthy broker to deliver promptly to the
Company cash or a check sufficient to pay the exercise price; or

                  (iii) to the extent explicitly provided in the applicable
option agreement, by (x) delivery of shares of Common Stock owned by the
Participant valued at fair market value (as determined by the Board or as
determined pursuant to the applicable option agreement), (y) delivery of a
promissory note of the Participant to the Company (and delivery to the Company
by the Participant of a check in an amount equal to the par value of the shares
purchased), or (z) payment of such other lawful consideration as the Board may
determine.

         g. PROHIBITION ON REPRICING AND REGRANTS. No Option shall be repriced,
or terminated and subsequently regranted, at a lower purchase price per share
than the original grant, without the prior affirmative vote of a majority of the
shares of stock of the Company present at a stockholders' meeting in person or
by proxy and entitled to vote thereon.

5.       RESTRICTED STOCK

         a. GRANTS. The Board may grant Awards entitling recipients to acquire
shares of Common Stock, subject to (i) delivery to the Company by the
Participant of a check in an amount at least equal to the par value of the
shares purchased, and (ii) the right of the Company to repurchase all or part of
such shares at their issue price or other stated or formula price from the
Participant in the event that conditions specified by the Board in the
applicable Award are not satisfied prior to the end of the applicable
restriction period or periods established by the Board for such Award (each, a
"RESTRICTED STOCK AWARD").

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         b. TERMS AND CONDITIONS. The Board shall determine the terms and
conditions of any such Restricted Stock Award, except that all Restricted Stock
Awards shall be subject to a vesting schedule of a minimum of three years,
PROVIDED HOWEVER, that a Restricted Stock Award subject to a performance based
vesting schedule may be subject to a vesting schedule of a minimum of one year.
Any stock certificates issued in respect of a Restricted Stock Award shall be
registered in the name of the Participant and, unless otherwise determined by
the Board, deposited by the Participant, together with a stock power endorsed in
blank, with the Company (or its designee). After the expiration of the
applicable restriction periods, the Company (or such designee) shall deliver the
certificates no longer subject to such restrictions to the Participant or, if
the Participant has died, to the beneficiary designated by a Participant, in a
manner determined by the Board, to receive amounts due or exercise rights of the
Participant in the event of the Participant's death (the "DESIGNATED
BENEFICIARY"). In the absence of an effective designation by a Participant,
Designated Beneficiary shall mean the Participant's estate.

6.       OTHER STOCK-BASED AWARDS

         The Board shall have the right to grant other Awards based upon the
Common Stock having such terms and conditions as the Board may determine,
including, without limitation, the grant of shares based upon certain
conditions, the grant of securities convertible into Common Stock and the grant
of stock appreciation rights, phantom stock awards or stock units, except that
all other Awards shall be subject to a vesting schedule of a minimum of three
years, PROVIDED HOWEVER, that other Awards subject to a performance based
vesting schedule may be subject to a vesting schedule of a minimum of one year.

7.       GENERAL PROVISIONS APPLICABLE TO AWARDS

         a. TRANSFERABILITY OF AWARDS. Except as the Board may otherwise
determine or provide in an Award, Awards shall not be sold, assigned,
transferred, pledged or otherwise encumbered by the person to whom they are
granted, either voluntarily or by operation of law, except by will or the laws
of descent and distribution, and, during the life of the Participant, shall be
exercisable only by the Participant. References to a Participant, to the extent
relevant in the context, shall include references to authorized transferees.

         b. DOCUMENTATION. Each Award under the Plan shall be evidenced by a
written instrument in such form as the Board shall determine or as executed by
an officer of the Company pursuant to authority delegated by the Board. Each
Award may contain terms and conditions in addition to those set forth in the
Plan PROVIDED THAT such terms and conditions do not contravene the provisions of
the Plan.

         c. BOARD DISCRETION. The terms of each type of Award need not be
identical, and the Board need not treat Participants uniformly.

         d. TERMINATION OF STATUS. The Board shall determine the effect on an
Award of the disability, death, retirement, authorized leave of absence or other
change in the employment or other status of a Participant and the extent to


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which, and the period during which, the Participant, or the Participant's legal
representative, conservator, guardian or Designated Beneficiary, may exercise
rights under the Award.

         e. WITHHOLDING. Each Participant shall pay to the Company, or make
provisions satisfactory to the Company for payment of, any taxes required by law
to be withheld in connection with Awards to such Participant no later than the
date of the event creating the tax liability. The Board may allow Participants
to satisfy such tax obligations in whole or in part by transferring shares of
Common Stock, including shares retained from the Award creating the tax
obligation, valued at their fair market value (as determined by the Board or as
determined pursuant to the applicable option agreement). The Company may, to the
extent permitted by law, deduct any such tax obligations from any payment of any
kind otherwise due to a Participant.

         f. AMENDMENT OF AWARDS. The Board may amend, modify or terminate any
outstanding Award including, but not limited to, substituting therefor another
Award of the same or a different type, changing the date of exercise or
realization, and converting an Incentive Stock Option to a Nonstatutory Stock
Option, PROVIDED THAT the Participant's consent to such action shall be required
unless the Board determines that the action, taking into account any related
action, would not materially and adversely affect the Participant.

         g. CONDITIONS ON DELIVERY OF STOCK. The Company will not be obligated
to deliver any shares of Common Stock pursuant to the Plan or to remove
restrictions from shares previously delivered under the Plan until (i) all
conditions of the Award have been met or removed to the satisfaction of the
Company, (ii) in the opinion of the Company's counsel, all other legal matters
in connection with the issuance and delivery of such shares have been satisfied,
including any applicable securities laws and any applicable stock exchange or
stock market rules and regulations, and (iii) the Participant has executed and
delivered to the Company such representations or agreements as the Company may
consider appropriate to satisfy the requirements of any applicable laws, rules
or regulations.

         h. ACCELERATION. The Board may at any time provide that any Options
shall become immediately exercisable in full or in part, that any Restricted
Stock Awards shall be free of some or all restrictions, or that any other
stock-based Awards may become exercisable in full or in part or free of some or
all restrictions or conditions, or otherwise realizable in full or in part, as
the case may be, despite the fact that the foregoing actions may (i) cause the
application of Sections 280G and 4999 of the Code if a change in control of the
Company occurs, or (ii) disqualify all or part of the Option as an Incentive
Stock Option.

8.       MISCELLANEOUS

         a. DEFINITIONS.

                  (i) "COMPANY," for purposes of eligibility under the Plan,
shall include any present or future subsidiary corporations of Citrix Systems,
Inc., as defined in Section 424(f) of the Code (a "Subsidiary"), and any present


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or future parent corporation of Citrix Systems, Inc., as defined in Section
424(e) of the Code. For purposes of Awards other than Incentive Stock Options,
the term "COMPANY" shall include any other business venture in which the Company
has a direct or indirect significant interest, as determined by the Board in its
sole discretion.

                  (ii) "CODE" means the Internal Revenue Code of 1986, as
amended, and any regulations promulgated thereunder.

                  (iii) "EMPLOYEE" for purposes of eligibility under the Plan
(but not for purposes of Section 4(b)) shall include a person to whom an offer
of employment has been extended by the Company.

         b. NO RIGHT TO EMPLOYMENT OR OTHER STATUS. No person shall have any
claim or right to be granted an Award, and the grant of an Award shall not be
construed as giving a Participant the right to continued employment or any other
relationship with the Company. The Company expressly reserves the right at any
time to dismiss or otherwise terminate its relationship with a Participant free
from any liability or claim under the Plan.

         c. NO RIGHTS AS STOCKHOLDER. Subject to the provisions of the
applicable Award, no Participant or Designated Beneficiary shall have any rights
as a stockholder with respect to any shares of Common Stock to be distributed
with respect to an Award until becoming the record holder thereof.

         d. EFFECTIVE DATE AND TERM OF PLAN. The Plan shall become effective on
the date on which it is adopted by the Board. No Awards shall be granted under
the Plan after the completion of ten years from the date on which the Plan was
adopted by the Board, but Awards previously granted may extend beyond that date.

         e. AMENDMENT OF PLAN. The Board may amend, suspend or terminate the
Plan or any portion thereof at any time, except that, without the approval of
the stockholders obtained within 12 months before or after the Board adopts a
resolution authorizing any of the following actions: (a) the total number of
shares that may be issued under the Plan may not be increased (except by
adjustment pursuant to Section 3(c)); (b) the benefits accruing to participants
under the Plan may not be materially increased; (c) the requirements as to
eligibility for participation in the Plan may not be materially modified; (d)
the provisions of Section 4(b) regarding eligibility for grants of ISOs may not
be modified; (e) the provisions of section 4(c) regarding the exercise price at
which shares may be offered pursuant to ISOs may not be modified (except by
adjustment pursuant to Section 3(c)); (f) the expiration date of the Plan may
not be extended; (g) the Board may not take any action which would cause the
Plan to fail to comply with Rule 16b-3 and (h) the provisions of Section 4(g)
regarding the prohibition on repricing and regrant of Options may not be
modified. Except as otherwise provided in this Section 8(e), in no event may
action of the Board or stockholders alter or impair the rights of a grantee,
without such grantee's consent, under any Option previously granted to such
grantee.
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         f. GOVERNING LAW. The provisions of the Plan and all Awards made
hereunder shall be governed by and interpreted in accordance with the laws of
the State of Delaware, without regard to any applicable conflicts of law.

                            Adopted by the Board of Directors on March 10, 2000
                            Approved by the stockholders on May 18, 2000

                            Amendment and Restatement Adopted by the
                            Board of Directors on July 27, 2000 No
                            stockholder approval required

                            Second Amendment and Restatement adopted by
                                the Board of Directors May 15, 2003,
                                effective August 11, 2003
                            No stockholder approval required






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