1.

Duties:

1.01

Cognos will employ you initially as Senior Vice President, Global Marketing working out of the Boston, Massachusetts office and you accept that employment under the terms set out in this Agreement. In the course of your employment and subject to your rights under Section 12 of this Agreement, you may be appointed to other positions within the Company or to positions with any one of the associated companies of Cognos and you may be assigned additional or other duties.

1.02

Subject to Section 12.03 and Schedule I and your rights as described therein, Cognos may transfer you, on a temporary or permanent basis, change your duties, responsibilities, or reporting relationships and the location of your employment, and those changes will not affect any other provision of this Agreement.

1.03

You will devote your full time and attention to the business and affairs of Cognos and its affiliates and will not, without consent in writing of Cognos (which shall not to be unreasonably withheld), undertake any other business or occupation or become a director, officer, partner, employee or agent of any other company, firm or individual.

1.04

You may, without the necessity of obtaining any consent, undertake activities of a charitable or community nature and serve in any part-time or temporary post with any charitable organization or professional association, as long as those activities, in the sole discretion of Cognos, do not impair your ability to fulfill your obligations under this Agreement.

1.05

You will well and faithfully serve Cognos and its associated companies and use your best efforts to promote their interests.

2.

Term:     This Agreement replaces, in its entirety, the employment agreement between you and Cognos dated February 4, 2002, and any amendments to it. Your employment with Cognos commenced on your start date of February 2, 2002 and will continue until terminated by either you or the Company in accordance with the provisions of this Agreement. No employment with a previous employer counts toward your period of continuous employment with Cognos.

3.

Relocation:     You acknowledge that Cognos carries on its operations worldwide and during the course of your employment the location of your employment and reporting arrangements may be changed by Cognos. Your relocation expenses will be reimbursed in accordance with the prevailing Cognos policy in effect at that time.

4.

Hours of Work:     Your initial days and hours of work will be as agreed with your manager. These days and hours are subject to change by Cognos to meet its needs. You acknowledge that your duties may require extra or irregular hours to meet or fulfill company requirements. If you are entitled to overtime pay under the applicable laws, you cannot work overtime unless it is authorized by the Company.

5.

Compensation & Performance Appraisal:

5.01

Your annual compensation will be your current salary as of the Effective Date (“ Base Salary ”), and will be reviewed subsequently in accordance with prevailing Cognos practice and policies. Your Base Salary will be deemed to accrue from day to day and will be payable in semi-monthly installments in accordance with prevailing Cognos policies or practice.

5.02

You have no contractual entitlement to any increased or additional compensation except in strict compliance with your compensation plan and there is no right to the continuation or renewal of any particular plan. You will be paid net of any statutory or authorized deductions. You authorize Cognos to deduct from compensation payable to you or from any expense reimbursement payable to you the full amount of any debts or advances owed by you to Cognos.

6.

Travel & Expenses:     Your duties may require you to travel away from home and incur expenses in connection with that travel or other duties under this Agreement. Cognos will reimburse you for all reasonable expenses incurred for travel, accommodation and other incidental costs in accordance with the Company’s prevailing travel and expenses policies in effect at the time the expense was incurred.

7.

Benefits:

7.01

You will be eligible to receive all benefits generally available to Cognos U.S.-based employees in comparable positions pursuant to the terms, conditions and limitations of the Company’s applicable general policies.

7.02

You will be entitled to annual vacation time of twenty (20) working days which must be taken at a time best suited to the needs of Cognos, as determined by your immediate superior. Otherwise, your vacation will be determined in accordance with the prevailing Cognos vacation policy for its U.S.-based employees.

8.

Personnel Policies:     In addition to the provisions of this Agreement, you will use your best endeavors to adhere to all policies of general applicability to Cognos employees. These policies do not create any contractual obligations on the part of the Company to you, either express or implied, and you should not consider or view these policies as any form of contract between you and the Company. Cognos may amend or revoke the provisions of these policies as may be necessary.

9.

Confidential Information:

9.01

During the course of your duties, you will acquire information about certain matters that is confidential to Cognos (including, for the purpose of this Agreement, any affiliated companies), and that is the exclusive property of Cognos, including, but not limited to: (a) product design and development information, (b) names, addresses, buying habits and preferences of current customers of Cognos as well as prospective customers, (c) pricing and sales policies, techniques and concepts, and (d) trade secrets and other confidential information concerning the business operations or affairs of Cognos, all of which information is “ Confidential Information ” for the purposes of this Agreement. You will not at any time, whether during or after the termination of your employment for any reason, reveal to any person, company or entity any of the trade secrets or Confidential Information of the Company, except as may be required in the ordinary course of performing your duties as an employee of the Company to promote and advance the business of the Company. This restriction shall not apply to (i) information in the public domain through no fault of your own; (ii) information approved for release by written authorization of the Company; (iii) information revealed to other employees of the Company who need to know such confidential and/or trade secret information for the purposes of their employment; or (iv) information that may be required by law or an order of any court, agency or proceeding to be disclosed.

9.02

You shall keep secret all matters entrusted to you and shall not use or attempt to use any such information in any manner which may injure or cause loss or may be calculated to injure or cause loss to the Company whether directly or indirectly. You acknowledge that Confidential Information, if disclosed, could be used to the detriment of Cognos. Accordingly, you will not disclose any Confidential Information to any third party either: (a) during the term of your employment with Cognos (whether under this Agreement or any predecessor or successor to it), except as may be necessary for you to properly discharge your duties under this Agreement, or (b) following the termination of your employment, however caused, except with the written permission of Cognos. Any obligations of confidentiality arising under previous agreements with Cognos are continued and amended to conform with the terms of this Agreement. The foregoing restriction does not apply to any information or knowledge that becomes part of the public domain other than by unauthorized disclosure by you.

9.03

You agree that during your employment you shall not make, use or permit to be used any notes, memoranda, reports, proposals, lists, correspondence, records, drawings, specifications, sketches, blueprints, software programs, data or other materials of any nature in any form, whether written, printed or in digital format or otherwise, relating to any matter within the scope of the business of the Company or concerning any of its dealings or affairs (“ Company Documentation ”) otherwise than for the benefit of the Company. You agree that, after the termination of your employment for any reason, you shall not use or permit to be used any such Company Documentation, it being agreed that any of the foregoing shall be and remain the sole and exclusive property of the Company and that immediately upon the termination of your employment for any reason you shall deliver all of the foregoing, and all copies thereof, to the Company, at its main office.

9.04

You recognize that the Company has received and in the future will receive from third parties their confidential or proprietary information subject to a duty on the Company’s part to maintain the confidentiality of such information and to use it only for certain limited purposes. You agree that you owe the Company and such third parties, during the term of your employment and thereafter, regardless for the reason for the termination of your employment, a duty to hold all such confidential or proprietary information in the strictest of confidence and not to disclose it to any person, firm or corporation (except as necessary in carrying out your work for the Company consistent with the Company’s agreement with such third party) or to use it for the benefit of anyone other than for the Company or such third party (consistent with the Company’s agreement with such third party) without the express written authorization of the Company.

10.

Inventions or Developments:

10.01

If at any time or times during your employment, you shall (either alone or with others) make, conceive, discover, reduce to practice or become possessed of any invention, modification, discovery, design, development, improvement, process, software program, work of authorship, documentation, publication, formula, data, technique, know-how, trade secret or intellectual property right whatsoever or any interest therein (whether or not patentable or registrable under copyright or similar statutes or subject to analogous protection) (herein called “ Developments ”) that: (i) relates to the business of the Company or any of the products or services being developed, manufactured or sold by the Company or which may conveniently be used in relation therewith; (ii) results from tasks assigned to you by the Company; or (iii) results from the use of premises or personal property (whether tangible or intangible) owned, leased or contracted for by the Company, such Developments and the benefits thereof shall immediately become the sole and absolute property of the Company and its assigns, as works made for hire or otherwise. You shall promptly disclose to the Company (or any persons designated by it) each such Development. You hereby assign any rights (including, but not limited to, any inventions, patentable subject matter, copyrights and trademarks) you may have or acquire in the Developments and benefits and/or rights resulting therefrom to the Company and its assigns without further compensation and shall communicate, without cost or delay, and without disclosing to others the same, all available information relating thereto (with all necessary plans and models) to the Company.

10.02

You shall, during your employment and at any time thereafter, at the request and cost of the Company, promptly sign, execute, make and do all such deeds, documents, acts and things as the Company and its duly authorized officers may reasonably require:

(a)

to apply for, obtain, register and vest in the name of the Company alone (unless the Company otherwise directs) patents, copyrights, trademarks or other analogous protection in any country throughout the world relating to a Development and when so obtained or vested to renew and restore the same; and

(b)

to defend any judicial, opposition or other proceedings in respect of such applications and any judicial, opposition or other proceeding, petition or application for revoc