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EX-10.1 - EXHIBIT - OPEN TEXT CORPexh101-amendedagmtmb.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________
FORM 8-K
______________________

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): January 31, 2014
______________________

Open Text Corporation
(Exact name of Registrant as specified in its charter)
______________________


 
 
 
Canada
0-27544
98-0154400
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
275 Frank Tompa Drive, Waterloo, Ontario, Canada N2L 0A1
(Address of principal executive offices)
(519) 888-7111
(Registrant's telephone number, including area code)
______________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))






Item 5.02(e)    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 31, 2014, Open Text Corporation (the “Company”) entered into an amending agreement (the "Amended RSU Agreement") to the restricted share unit grant agreement, as amended to date, with the Company’s President and Chief Executive Officer, Mr. Mark Barrenechea.  The Amended RSU Agreement provides, among other things, the right for the Company to determine the settlement of vested restricted stock units (RSUs) through the delivery of common shares or cash. 
For further details of the Amended RSU Agreement, please see an attached copy of the Amended RSU Agreement filed as an exhibit to this Form 8-K.




Item  9.01
Financial Statements and Exhibits.
(d)
Exhibits
Exhibit No.
 
 
Description
 
 
 
 
10.1
 
Amending Agreement to the Restricted Share Unit Grant Agreement between Mark Barrenechea and the Company





SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 


 
 
OPEN TEXT CORPORATION
 
 
 
 
 
February 5, 2014
 
By:
/s/ Gordon A. Davies
 
 
 
 
Gordon A. Davies
Chief Legal Officer and Corporate Secretary







Exhibit Index
 

Exhibit No.
 
 
Description
 
 
 
 
10.1
 
Amending Agreement to the Restricted Share Unit Grant Agreement between Mark Barrenechea and the Company