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Technology Stocks : Open Text

OTEX 34.28

-1.5%

Nov 13 3:59 PM EST

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To: Brian Fuller who wrote (433)	3/14/1997 9:43:00 AM
From: Tyler Lawton	of 1195

I think your interpretation is correct. For those interested, the Form 10-Q from Open Text last month states on page 6: NOTE 6 - OPTION EXCHANGE PROGRAM Subject to shareholder approval, the Board of Directors authorized an option exchange program whereby employees who have been granted options to acquire Common Shares of the Company under the 1995 Flexible Stock Incentive Plan and the 1995 Supplementary Stock Option Plan may exchange those options on a one-for-one basis, for an option to acquire Common Shares of the Company with an excercise price of $4.25 ("the new stock options"). The new stock options will vest and become exercisable, as to 10% of the Common Shares subject to option, the later of six months after the date of grant or the date the original option was scheduled to first vest (the "initial vesting date"), as to the next 10% of the Common Shares subject to option, six months after the initial vesting date, and as to the remainder of the Common Shares subject to option, 5% at the end of each quarter following one year after the intial vesting date. The options that would be subject to exchange have an average excerise price of $12.89.

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