Common use of Ownership Guidelines Clause in Contracts

Ownership Guidelines. The Board recommends that the Covered Executives achieve the equity ownership levels within five (5) years of the date of the establishment of these Guidelines (i.e., by October 1, 2014) or, for an executive who becomes a Covered Executive after the date these Guidelines were adopted, within five (5) years after the date of his/her qualification as a Covered Executive, and hold the number of OPEN TEXT shares or share equivalents recommended for so long as they are Covered Executives. • Executive Chairman* 4x base salary • CEO/President* 4x base salary • ELT (Tier 1) 1x base salary * The share ownership level for new incumbents to the Executive Chairman and CEO rotes will be reviewed and approved by the Compensation Committee at that time. Covered Executives may achieve these Guidelines through the exercise of stock option awards, purchases under the OPEN TEXT Employee Stock Purchase Plan (ESPP), through open market purchases made in compliance with applicable securities laws or through any equity plan(s) OPEN TEXT may adopt from time to time providing for the acquisition of Open Text shares. Until the Guideline is met, it is recommended that a Covered Executive retains a portion of any stock option exercise or LTIP award in shares of Open Text stock to contribute to these Guidelines. For compliance guidance purposes, the shares will be valued at the greater of their book value (i.e., purchase price) or the current market value, whichever is greater. The Compensation Committee of the Board will review the recommended executive ownership guideline achievement levels on an annual basis.

Ownership Guidelines. The Board recommends that the Covered Executives achieve the equity ownership levels within five (5) years of the date of the establishment of these Guidelines (i.e., by October 1, 2014) or, for an executive who becomes a Covered Executive after the date these Guidelines were adopted, within five (5) years after the date of his/her qualification as a Covered Executive, and hold the number of OPEN TEXT shares or share equivalents recommended for so long as they are Covered Executives. • Executive Chairman* 4x base salary • CEO/President* 4x base salary • ELT (Tier 1) 1x base salary * The share ownership level for new incumbents to the Executive Chairman and CEO rotes roles will be reviewed and approved by the Compensation Committee at that time. Covered Executives may achieve these Guidelines through the exercise of stock option awards, purchases under the OPEN TEXT Employee Stock Purchase Plan (ESPP), through open market purchases made in compliance with applicable securities laws or through any equity plan(s) OPEN TEXT may adopt from time to time providing for the acquisition of Open Text shares. Until the Guideline is met, it is recommended that a Covered Executive retains a portion of any stock option exercise or LTIP award in shares of Open Text stock to contribute to these Guidelines. For compliance guidance purposes, the shares will be valued at the greater of their book value (i.e., purchase price) or the current market value, whichever is greater. The Compensation Committee of the Board will review the recommended executive ownership guideline achievement levels on an annual basis.