THIS AGREEMENT is made effective as of the 3 rd day of May 2005.
STEPHEN SADLER (hereinafter referred to as “ Sadler ”) and SJS ADVISORS INC.
(hereinafter referred to as “ SJS ”) (collectively SJS and Sadler called the “ Consultant ”)
OF THE FIRST PART
OPEN TEXT CORPORATION
(hereinafter referred to as the “ Company ”)
OF THE SECOND PART
The parties hereto agree to the following terms:
The Term of the Consulting Agreement will be for an indefinite period subject to either party’s right to terminate the
Consulting agreement on the giving of seven (7) days’ prior written notice to the other party for any reason whatsoever and
without liability, except for any payments earned by the Consultant up to the date of such termination.
All consulting work will be conducted as directed by the CEO or Chairman or other such person authorized by the
Company to conduct merger and acquisition activities. Such work will involve with the assistance in analyzing and structuring
transactions that the Company is contemplating.
IN WITNESS WHEREOF the parties have duly executed this Agreement as of the first date set out above.
US$2,000 per day plus expenses.
1.0% of the acquired company’s revenue in the 12 months prior to acquisition up to $10.0 million in
0.5% of the acquired company’s revenue above $10.0 million in the 12 months prior to acquisition.
Annual Fee Limits:
After the 21 st day of January 2004. (i) no bonus fee payment to the Consultant for any single
acquisition shall in the aggregate exceed $250,000.00 USD; and (ii) the aggregate bonus payments to
the Consultant by the Company in any given fiscal year of the Company shall not exceed $480,000.00
USD, regardless of the number of acquisitions that may be completed by the Company during such
fiscal year of the Company.
( SIGNED, SEALED AND DELIVERED )
in the presence of