8-K

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): March 1, 2012

Medidata Solutions, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-34387	13-4066508
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
79 Fifth Avenue, 8th Floor New York, New York		10003
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (212) 918-1800

Not Applicable

(Former name or former address, if changed since last report)

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. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Medidata Solutions, Inc. (the “Company”) previously disclosed that it entered into executive change in control agreements with each of the Company’s named executive officers (each such named executive officer referred to in this Form 8-K as an “Executive”). On March 1, 2012, the Company and each of the Executives agreed to amend the executive change in control agreements to eliminate the Company’s obligation to make tax gross-up payments. Instead, the amount of severance benefits would be subject to reduction to the extent that the after-tax payments would be increased. The form of the amendment is attached hereto as Exhibit 10.1.

The foregoing description of the amendments is not complete and is qualified in its entirety by reference to the full terms and conditions of the amendment form, which is filed as an exhibit to this Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

10.1 Form of Amendment No. 1 to Executive Change in Control Agreements.

SIGNATURE

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.

	MEDIDATA SOLUTIONS, INC.
Date: March 5, 2012
	By:	/S/ MICHAEL I. OTNER
	Name:	Michael I. Otner
	Title:	General Counsel and Secretary

EXHIBIT INDEX

Exhibit No.	Description
10.1	Form of Amendment No. 1 to Executive Change in Control Agreements.

EX-10.1

Exhibit 10.1

Amendment No. 1 to

Executive Change in Control Agreement

This Amendment No. 1 to the Executive Change in Control Agreement (the “Agreement”), dated as of [                    ] by and between MEDIDATA SOLUTIONS, INC (the “Company”) and [                    ] (the “Executive”) is effective as of March 1, 2012 (the “Effective Date”).

WHEREAS, the Company and the Executive have agreed to amend the Agreement to remove the requirement for the Company to make a possible tax gross-up payment to reimburse the Executive in the event that excise taxes became payable as a result of termination payments to the Executive following a change of control;

NOW, THEREFORE, the Agreement is hereby amended as follows:

1. Section 6 of the Agreement entitled “Golden Parachute Excise Tax Gross-Up. Gross-Up Payments” is hereby deleted in its entirety and replaced with the following.

6. Tax Adjustment Payment.

6.1. Tax Adjustment Payment. In the event that the Executive becomes entitled to severance benefits under this Agreement, or under any other agreement with or plan of the Company (in the aggregate, the “Total Payments”), if all or any part of the Total Payments will be subject to the tax imposed by Section 4999 of the Internal Revenue Code (the “Code”) (or any similar tax that may hereafter be imposed) (the “Excise Tax”), the Total Payments shall be reduced (but not below zero) such that the value of the Total Payments shall be one dollar ($1) less than the maximum amount of payments which the Executive may receive without becoming subject to the tax imposed by Section 4999 of the Code; provided, however, that the foregoing limitation shall not apply in the event that it is determined that the Total Payments on an after-tax basis (i.e., after payment of federal, state, and local income taxes, penalties, interest, and Excise Tax) if such limitation is not applied would exceed the after-tax benefits to the Executive if such limitation is applied. The Executive shall bear the expense of any and all Excise Taxes due on any payments that are deemed to be “excess parachute payments” under Section 280G of the Code.

6.2. Tax Computation. The determination of whether any of the Total Payments will be subject to the Excise Tax and the assumptions to be used in arriving at such determination, shall be made by a nationally recognized certified public accounting firm that does not serve as an accountant or auditor for any individual, entity or group effecting the Change in Control as designated by the Company (the “Accounting Firm”). The Accounting Firm will provide detailed supporting calculations to the Company and the Executive within fifteen (15) business days of the receipt of notice from the Executive or the Company requesting a calculation hereunder. All fees and expenses of the Accounting Firm will be paid by the Company.

1

Except as modified hereby, the Agreement shall remain in full force and effect.

IN WITNESS WHEREOF, the authorized representative of the Company and the Executive have executed this Amendment No. 1 to the Executive Change in Control Agreement, effective as of the Effective Date.

MEDIDATA SOLUTIONS, INC.
By:
	[                    ]
[EXECUTIVE]

2