Exhibit 99.1
COGNOS LIMITED
EMPLOYMENT AGREEMENT
(Peter Griffiths)
This Agreement made as of the
31st day of October, 2005, between Cognos Limited (“
Cognos ”) and Peter Griffiths (“ You
”) is entered into (a) in recognition of the key role you
play as a senior member of the executive at Cognos and (b) to
restate and amend the terms and conditions of your employment with
Cognos as of the date first written above.
The parties agree as
follows:
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1.1
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Cognos will
employ you as Senior Vice President, Products (for the Cognos Group
of companies) located at its offices at Westerly Point, Market
Street, Bracknell, Berkshire and you accept that employment under
the terms set out in this Agreement. Your duties encompass your
current responsibilities for the development of Cognos product
suite at Cognos Research and Development offices located in Ottawa
and other locations in the United States and the United Kingdom. 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 You may be assigned
different reporting relationships, additional or other duties as
may be reasonably required by Cognos. You will remain a senior
executive of Cognos Incorporated and will at all times continue to
report to and take direction as reasonably required by the
President or Chief Executive Officer of Cognos
Incorporated.
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1.2
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You will devote
your full time and attention to the business and affairs of Cognos
and its associated companies 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.
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1.3
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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 fulfil your
obligations in this Agreement.
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1.4
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You will well
and faithfully serve Cognos and its associated companies and use
your best efforts to promote their interests.
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5
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2.
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Term: This Agreement replaces,
in its entirety, the employment agreement between you and Cognos
dated June 1, 2004 and any amendments to it. Your employment will
commence on a date stated in your offer letter, unless agreed
otherwise (the “ Effective Date ”) and will
continue until terminated in accordance with the provisions of this
Agreement. Your past employment within the Cognos group which
commenced June, 2003 will be included in your service with Cognos.
The term of your assignment in the United Kingdom is currently
intended to be until May 31, 2007, following which Cognos intends
to transfer you to another Cognos entity.
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3.
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Relocation: Cognos carries on its
operations worldwide and during the course of your employment the
location of your employment (with your consent) and reporting
arrangements may be changed by Cognos. Your relocation expenses may
be reimbursed in accordance with the prevailing Cognos
policy.
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4.
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Hours of
Work: Your days and hours of
work will be Monday to Friday at 7.5 hours per day. Starting time
will be between 8.30 am and 9.00 am with the finishing time between
5.00 pm and 5.30 pm with one hour for lunch. 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 fulfil
company requirements. There is no compensation for overtime except
when authorised in accordance with prevailing Cognos
policy.
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5.
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Compensation
& Performance Appraisal:
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5.1
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Your
compensation will be your current salary as of the Effective Date
(“ Base Salary ”) and will subsequently be
reviewed annually in accordance with prevailing Cognos policy. You
will continue to receive your current cost-of-living factor
(“ COLA ”) of 1.4 applied to your Base Salary.
The COLA will be reviewed not less than annually and adjustments
made to reflect cost-of-living in the area of your residence. Your
salary will be deemed to accrue from day to day and will be payable
in equal monthly instalments (in arrears) on or about the 26th day
of each month. Your compensation for Cognos Fiscal Year 2006 and
for any subsequent years will be established by either the
President or Chief Executive Officer of Cognos Incorporated prior
to the commencement of each such fiscal year.
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5.2
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You have no
contractual entitlement to any increased or additional compensation
(including overtime) except in strict compliance with your
compensation plan; you have no right to the continuation or renewal
of any particular plan. You will be paid net of any statutory or
authorised deductions.
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6.
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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 its
prevailing travel and expenses policies.
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7.
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Benefits and
Other Administrative/Compensation Arrangements:
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7.1
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Cognos will
place you and your family on its benefit plans and make
arrangements to pay or effect the other benefits, emoluments,
facilities and services agreed to be provided to you by Cognos in
this Agreement.
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7.2
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You were
entitled to annual vacation at rate of twenty-six (26) working days
for the Cognos holiday year ending on December 31, 2004 which was
prorated for the period from the June 1, 2004 to December 31, 2004.
Your annual holiday entitlement thereafter will rise and will be
taken in accordance with the prevailing Cognos policy.
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7.3
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As an employee
of Cognos, you will continue to be eligible to participate in
prevailing (a) Cognos Employee Stock Option Plan, and (b) any
pension arrangement scheme available to Cognos
employees.
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7.4
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You will be
entitled to a Level A+ leased automobile (or car allowance if you
so wish) in accordance with the prevailing Cognos Car
Policy.
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7.5
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As a senior
Cognos executive, you are entitled to full reimbursement for tax
preparation assistance as well as advice relating to your
relocation and employment situation. This service will be provided
to you by the Reading offices of Deloitte.
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7.6
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The following
general administrative and compensation arrangements will apply
during the term of your employment:
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(a)
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You will be
provided with office administration support and facilities
commensurate with your executive status;
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(b)
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Any amounts
subject to reimbursement must be supported by valid proof of
expense;
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(c)
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You will be
responsible for any taxes imposed upon or in respect of the
compensation paid or the benefits and emoluments conferred on you
under the terms of this Agreement; and
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(d)
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Any other
matters relating to your employment relationship with Cognos will
be subject to this Agreement.
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8.
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Policies: In addition to the
provisions of this Agreement, you will use your best endeavours 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. Cognos has a policy, which deals with
disciplinary, and grievance procedures, copies of which will be
given to you on commencement of employment.
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9.
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Confidential
Information and Inventions:
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9.1
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For the
purposes of this Section 9, Cognos includes Cognos Incorporated and
its subsidiaries. During the course of your duties, you will
acquire information about certain matters that are confidential to
Cognos (including, for the purpose of this Clause, any associated
companies), 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 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.
Confidential information belongs to Cognos.
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9.2
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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 prior 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.
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9.3
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Any inventions,
discoveries, or copyrightable works developed, authored, made 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 or are hereby assigned to
Cognos immediately upon their creation, including without
limitation, all copyright and other intellectual property rights
(including any future rights) in or to the Works. You waive any and
all moral rights you may have in any Works. At Cognos’
expense, you will execute any additional documents deemed necessary
by Cognos to apply for, transfer, assign or confirm its rights in
or to the Works, whether during or after the termination of this
Agreement, however caused. You
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