1.

Duties:

1.01

Cognos will employ you as Senior Vice-President, Corporate Development at its office at 3755 Riverside Drive in Ottawa, Ontario, and you accept that employment under the terms set out in this Agreement. In the course of those duties and subject to your rights under Section 11 of this Agreement, you may be appointed to positions with any one of the associated companies of Cognos and, despite the foregoing title, you may be assigned additional or other duties not inconsistent with the requirements of your position.

1.02

Subject to Section 11.03 and Schedule I and your rights as described therein, Cognos reserves the right to transfer you, on a temporary or permanent basis, change your duties, responsibilities, or reporting relationships and the location of your employment, or as otherwise provided in this Agreement, and those changes will not affect any other provision of this Agreement. Cognos will give you reasonable notice of these changes.

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 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 in 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 May 25, 2004, and any amendments to it. Your employment will continue until terminated in accordance with the provisions of this Agreement. In keeping with our Bridging of Service Policy, all past employment with Cognos has been tabulated and your net credited service date calculated to be February 25, 2001 (“ Service Date ”). No employment with a previous employer, other than Cognos, counts toward your calculated Service Date.

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.

4.

Hours of Work:     Your days and hours of work will be Monday to Friday, 7.5 hours per day. 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. There is no compensation for overtime except when authorized in accordance with prevailing Cognos policy.

5.

Compensation & Performance Appraisal:

5.01

Your base salary will be as set out in your Offer Letter and subsequently will be reviewed in accordance with prevailing Cognos practice and policies. Your salary will be deemed to accrue from day to day and will be payable in equal semi-monthly installments in accordance with prevailing Cognos policies or practice.

5.02

You have no contractual entitlement to any increased or additional compensation (including overtime) 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 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 on 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 its prevailing travel and expenses policies.

7.

Benefits:

7.01

You will be entitled to receive all benefits generally available to Cognos employees in comparable positions.

7.02

You will be entitled to annual vacation of 20 working days and will 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 policy.

8.

Personnel Policies:     In addition to the provisions of this Agreement, you will use your best efforts to adhere to all policies of general applicability to Cognos employees. Cognos may amend or revoke the provisions of these policies as may be necessary. You will be given reasonable notice of any policy amendment.

9.

Confidential Information and Inventions:

9.01

During the course of your duties, you will acquire information about certain matters that are 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. Confidential Information does not include: (e) information generally available to or known to the public; (f) information previously known to you; (g) information independently developed by you outside the scope of this Agreement; or (h) information lawfully disclosed to you by a third party.

9.02

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

Any inventions, discoveries, or copyrightable works developed or contributed to by you during the course of your duties, whether under this Agreement or any predecessor or successor to it, including without limitation: software source or object code (and any underlying algorithms or other components), product or promotional material, manuals, contractual documentation, and training or education materials (“Works”), are the sole and exclusive property of Cognos including, without limitation, all copyright and other intellectual property rights in or to the Works. You waive any and all moral rights you may have in any Works. You will execute any additional documents deemed necessary by Cognos to apply for, convey or confirm its rights in or to the Works, whether during or after the termination of this Agreement, however caused. You warrant that any Work does not infringe the copyright or other rights of any third party and that the rights you grant to Cognos in this Agreement are vested in you absolutely and you have not previously assigned, licensed, or in any way encumbered the Work. This Section is binding on your heirs, successors and assigns and will survive the termination of this Agreement.

10.

Computer Security:     It is the policy of Cognos to adhere strictly to the licensing conditions of any software that it uses. You are required to comply with this policy. You will not copy or distribute for your own use or for the use of any other person or company any software used or developed by Cognos without (a) obtaining the authorization of your supervisor and (b) taking all reasonable precautions to ensure that your use of the software neither corrupts nor destroys any existing software or data.

11.

Termination:

11.01

You may resign your employment voluntarily upon giving thirty (30) days prior written notice to Cognos. Cognos may waive the said notice by providing you with pay in lieu of notice. Upon resignation, you will have no entitlement to compensation except for unpaid Base Salary and vacation earned to the effective date of resignation. All of your benefits will cease upon the effective date of your resi