Cognos Exhibit 10.52 54735








Exhibit 10.52 



     




Tony Sirianni  





Senior Vice
President, Field Operations
FY07 Compensation Plan 




Effective Date: March
1, 2006 to February 28, 2007 



     



     




Cash Compensation
Elements (All In US $)  



     



	 	 	Annual Base Salary	 	$275,000	 
	 	 	Annual Incentive @ 100%	 	$285,000 	 
	 	 	Annual Total Target Income @ 100%	 	$560,000	 






     




General Terms 



     



This Compensation Plan contains the
details of your compensation for Fiscal Year 2007 (“FY07”). It forms part
of your Employment Agreement with Cognos. All compensation amounts are in United States
Dollars. 



	1)  	  	HRC
Approval.    The Human Resources & Compensation Committee of the Board of
Directors of Cognos Incorporated (“Committee”) approved this
Compensation Plan on April 5, 2006 and it is binding between you and Cognos when
signed by both parties.  






	2)  	  	FY07
Incentive Payment.    Your actual FY07 incentive award (“FY07 Incentive
Payment”) will be paid quarterly based upon achievement versus
revenue (or other) targets provided to you in the prior quarter. During or prior to each
quarter the COO (or until that position is filled, the CEO) will
establish a portion of your annual incentive amount as a quarterly incentive target along with the
specific target(s) for that quarter. The payout on the quarterly incentive will depend on your
performance against those established performance target(s). 






	3)  	  	Eligibility.    To
be eligible to receive a FY07 quarterly incentive award you must remain
employed by the company at the end of the quarter in question.  






	4)  	  	Repayment
and Surrender.    The FY07 Incentive Payment, if any, is
based on performance measures and will be subject to
recalculation by Cognos and repayment by you in certain circumstances.  






	 	
If
the audited financial statements of Cognos Incorporated in respect of any fiscal year
after Fiscal Year 2006 are, or are required to be, subsequently re-stated in any material
respect, and for reasons that the Human Resources & Compensation Committee of the
Board of Directors of Cognos Incorporated (“Committee”) deems, in its
sole discretion, to be based on error, malfeasance or negligence, then any incentive
based on those audited financial statements will be
recalculated based on the restated financial statements. 






	 	
If
the original Incentive Payment is greater than the recalculated Incentive Payment, you
will immediately pay the difference between such amounts to the employing Cognos
subsidiary (subject to such other repayment terms as may be approved by the Committee). If
the original Incentive Payment is less than the recalculated Incentive Payment, Cognos
will forthwith pay you the difference between such amounts, less any deductions at source
required by applicable law. 






82 












	 	
Any
repayment made by you to Cognos will be net of any taxes originally withheld at source by
Cognos (“Tax Withholding Amount”). Any subsequent refund to you of any
taxes in respect of the original FY07 Incentive Payment will be immediately payable by you
to Cognos upon receipt, up to the Tax Withholding Amount. 






	5)  	  	Stock
Ownership.    Cognos stock ownership guidelines applicable to you are two (2)
times the sum of your Annual Base Salary and Annual Target Incentive or
$1,120,000. At the start of fiscal year 2007 this represented 31,111
shares. The target date for meeting the ownership guidelines is July 8,
2006 which is five (5) years from your date of promotion. As per the
ownership guidelines, until such time that you have met the ownership
guidelines, twenty-five (25%) of all stock options exercised by you, and
RSUs that vest, must be retained in common shares.  







AGREED AND ACCEPTED AS OF
JULY 31, 2006:  






	/s/ Tony Sirianni	 	July 31, 2006
	
	 	

	Tony Sirianni	 	Date
	Senior Vice-President, Field Operations	 	 





	/s/ John Jussup 	 	July 31, 2006
	
	 	

	John Jussup 	 	Date
	SVP, Chief Legal Officer and Secretary

of Cognos Incorporated,

Sole shareholder of Cognos Corporation	 	 








83