FY09 Annual Incentive Plan

Exhibit 4.1

May 11, 2009

Dear Amanda,

Congratulations Amanda! I am pleased to confirm your promotion to EVP, Global Sales effective 24 March 2009.

Concurrent with this promotion, your total compensation has been reviewed and, effective 24 March 2009, your total compensation will be distributed as follows:

You will receive your new salary via May payroll, backdated to 24 March 2009.

FY09 Annual Incentive Plan

AIP shall be governed by a separate written agreement (the Annual Incentive Plan @ ), this document will be forwarded to you shortly.

Long Term Incentive

We are currently in the process of reviewing the long-term incentives (i.e., equity interests) previously granted and to be granted to you and other employees. Details of any future grants will be provided to you upon Board approval. We will guarantee that, after 24 months from the date of new grants being made, provided you are still in the position of EVP Global Sales, the total value of your new equity interests in Corel Corporation will be worth at least £ 250,000. Further details regarding this guarantee are set out in attached Schedule A.

Signing bonus

Once you have been in the Global Sales role for 12 months from the 24 March 2009 you will be paid a signing bonus of £ 25,000, subject to the normal tax and national insurance deductions. If you are no longer in the position before 12 months from 24 March 2009, the amount will be pro-rated for the period that you served as EVP Global Sales.

All terms and conditions remain the same in your employment contract dated 1 January 2003.

Amanda, I am thrilled to have you taking on this new role! I am confident that having you contribute in this increased capacity will not only re-focus our global sales team but will also strengthen Corel overall. Thank you for your ongoing commitment to the team and to Corel.

Yours sincerely

Please confirm your acceptance