Cognos Form 10-K Exhibit 10.45










Exhibit 10.45





	  	THIS
INDEMNIFICATION AGREEMENT (the “Agreement”)
is made as of this 1st day of December 2005, between COGNOS INCORPORATED (the
“Corporation”) and ROBERT G. ASHE (the “Indemnified Party”).  







	  	RECITALS:  







	A. 	Certain
of the Corporation’s officers and directors may be subject to           personal
liability due to the nature of the services and activities they           complete on
behalf of the Corporation. 








	B. 	The
Board of Directors of the Corporation (the “Board”) has
          determined that the Corporation should act to assure such officers and
directors           who are at risk of potential personal liability as a result of their
position           with the Corporation, including the Indemnified Party, should be
provided           reasonable protection through indemnification to the extent permitted
by law. 








	  	NOW
THEREFORE the parties agree as follows:  







	1. 	Indemnification.    The
Corporation will indemnify and save harmless the           Indemnified Party and the
heirs and legal representatives of the Indemnified           Party to the fullest extent
permitted by applicable law:  








	  	1.1    
from and against           all Expenses (as defined below) sustained or incurred by the
Indemnified Party           in respect of any civil, criminal, administrative,
investigative or other           Proceeding (as defined below), whether or not brought by
the Corporation, to           which the Indemnified Party is made a party by reason of
being or having been an           officer or director of the Corporation, except for any
Expense attributable to           the Indemnified Party’s gross negligence or
willful misconduct in his           capacity as an officer, or failure to act honestly
and in good faith with a view           to the best interests of the Corporation in his
capacity as director, or in the           case of a criminal or administrative action or
proceeding that is enforced by a           monetary penalty, the Indemnified Party did
not have reasonable grounds for           believing that the Indemnified Party’s
conduct was lawful. 








	  	“Expenses” means
all costs, charges, damages, awards, settlements, liabilities, fines, penalties,
statutory obligations, professional fees, and other expenses of whatever nature or kind,
provided that any costs expenses and professional fees included as Expenses hereunder
shall be reasonable.  







	  	“Proceeding” will
include a claim, demand, suit, proceeding, inquiry, hearing, discovery or investigation,
of whatever nature or kind, whether anticipated, threatened, pending, commenced,
continuing or completed, and any appeal or appeals therefrom.  







	  	The
indemnities in this Agreement also apply to the Indemnified Party in respect of his or
her service at the Corporation’s request as (a) an officer or director of another
corporation, including without limitation, a subsidiary or affiliate of the Corporation
or (b) a similar role with another entity, including a partnership, trust, joint venture
or other unincorporated entity.  







	2. 	
Presumptions/Knowledge  







	  	2.1    
For the purposes of any determination hereunder, the Corporation will have the burden of
establishing the exceptions specified in Section 1.1 on the part of the Indemnified
Party. The termination of any civil, criminal, administrative, investigative or other
proceeding by any judgment, order, settlement or conviction will not, of itself, create a
presumption (a) that the Indemnified Party acted as an officer with gross negligence or
willful misconduct, or (b) that the Indemnified Party acted as a director not in good
faith or not in the best interests of the Corporation, or (c) that, in the case of a
criminal or administrative action or proceeding that is enforced by a monetary penalty,
the Indemnified Party did not have reasonable grounds for believing that the Indemnified
Party’s conduct was lawful.  









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	  	2.2    
The knowledge and/or actions, or failure to act, of any other director, officer, agent or
employee of the Corporation or any other entity will not be imputed to the Indemnified
Party for purposes of determining the right to indemnification under this Agreement.  







	  	2.3    
The Corporation will have the burden of establishing that any Expense it wishes to
challenge is not reasonable. 







	3. 	
Notice by Indemnified Party.    As soon as is practicable, upon the Indemnified Party
becoming aware of any Proceeding which may give rise to indemnification under this
Agreement (other than a Proceeding commenced by the Corporation), the Indemnified Party
will give written notice to the Corporation. Failure to give notice in a timely fashion
will not disentitle the Indemnified Party to indemnification.  







	4. 	Investigation
by Corporation.    The Corporation may conduct any           investigation it considers
appropriate of any Proceeding of which it receives           notice under Section 3, and
will pay all costs of that investigation. Upon           receipt of reasonable notice
from the Corporation, the Indemnified Party will,           acting reasonably, co-operate
fully with the investigation provided that the           Indemnified Party will not be
required to provide assistance that would           materially prejudice: (a) his or her
defence; (b) his or her ability to fulfill           his or her business obligations; or
(c) conduct his or her business and/or           personal affairs. The Indemnified Party
will, for the period of time that s/he           cooperates with the Corporation with
respect to an investigation, be compensated           by the Corporation at the rate of
$2,000 (U.S.) per day (or partial day) plus           reasonable out-of-pocket Expenses
actually incurred provided that the           Indemnified Party will not be entitled to
the per diem if he/she is employed as           an officer of the Corporation when
co-operation is sought. 








	5. 	Payment
for Expenses of a Witness.    Notwithstanding any other provision of           this
Agreement, to the extent that the Indemnified Party is a witness or           participant
other than as a named party in a Proceeding, the Corporation will           pay to the
Indemnified Party all out-of-pocket Expenses actually and reasonably           incurred
by the Indemnified Party or on the Indemnified Party’s behalf in
          connection therewith. The Indemnified Party will also be compensated by the
          Corporation at the rate of $2,000 (U.S.) per day (or partial day) provided that
          the Indemnified Party will not be entitled to the per diem if he/she is
employed           as an officer of the Corporation when co-operation is sought. 








	6. 	Expense
Advances.    The Corporation will, upon request by the Indemnified           Party, make
advances (“Expense Advances”) to the Indemnified           Party of all
amounts for which the Indemnified Party seeks indemnification under           this
Agreement before the final disposition of the relevant Proceeding. Expense
          Advances may include anticipated Expenses. In connection with such requests,
the           Indemnified Party will provide the Corporation with a written affirmation
of the           Indemnified Party’s good faith belief that the Indemnified Party is
legally           entitled to indemnification, along with sufficient particulars of the
Expenses           to be covered by the proposed Expense Advance to enable the
Corporation to make           an assessment of its reasonableness. The Indemnified Party’s
entitlement to           such Expense Advance will include those Expenses incurred in
connection with any           Proceeding by the Indemnified Party against the Corporation
seeking an           adjudication or award pursuant to this Agreement. The Corporation
will make           payment to the Indemnified Party within 20 days after the Corporation
has           received the foregoing information from the Indemnified Party. All Expenses
for           which indemnification is sought must be reasonable and Expense Advances
must           relate to Expenses anticipated within a reasonable time of the request. 









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	  	The
          Indemnified Party will repay to the Corporation all Expense Advances not
          actually required, and all Expense Advances if and to the extent that it is
          determined by a court of competent jurisdiction that the Indemnified Party is
          not entitled to indemnification under this Agreement. 








	7. 	Indemnification
Payments.    With the exception of Expense Advances which           are governed by
Section 6, the Corporation will pay to the Indemnified Party any           amounts to
which the Indemnified Party is entitled hereunder promptly upon the           Indemnified
Party providing the Corporation with reasonable details of the           claim. 








	8. 	
Right to Independent Legal Counsel.    If the Indemnified Party is           named as
a party or a witness to any Proceeding, or the Indemnified Party is           questioned
or any of his or her actions, omissions or activities are in any way
          investigated, reviewed or examined in connection with or in anticipation of any
          actual or potential Proceeding, the Indemnified Party will be entitled to
retain           independent legal counsel at the Corporation’s expense to act on
the           Indemnified Party’s behalf to provide an initial assessment to the
          Indemnified Party of the appropriate course of action for the Indemnified
Party.           The Indemnified Party will be entitled to continued representation by
          independent counsel at the Corporation’s expense beyond the initial
          assessment unless the parties agree that there is no conflict of interest
          between the Corporation and the Indemnified Party that necessitates independent
          representation. A conflict of interest will be deemed to exist if the
          Indemnified Party reasonably believes that his or her legal position or
          reputation could be adversely affected without independent representation.  








	9. 	
Settlement.    The parties will act reasonably in pursuing the settlement of
          any Proceeding. The Corporation may not negotiate or effect a settlement of
          claims against the Indemnified Party without the consent of the Indemnified
          Party, acting reasonably. The Indemnified Party may negotiate and effect a
          settlement without the consent of the Corporation but the Corporation will not
          be liable for any settlement negotiated without its prior written consent,
which           consent will not be unreasonably withheld.  








	10. 	
Directors’ & Officers’ Insurance.    The Corporation will
ensure that its liabilities           under this Agreement, and the potential liabilities
of Indemnified Parties that           are subject to indemnification by the Corporation
pursuant to this Agreement,           are at all times supported by a directors’ and
officers’ liability           insurance policy that has been approved by the Board.
The Corporation will, upon           request, provide to the Indemnified Party a copy of
each policy of insurance           providing the coverages contemplated by this Section
promptly after coverage is           obtained, and will promptly notify the Indemnified
Party if the insurer cancels,           makes material changes to coverage or refuses to
renew coverage (or any part of           the coverage).  








	11. 	
Arbitration.    All disputes, disagreements,           controversies or claims
arising out of or relating to this Agreement, including,           without limitation,
with respect to its formation, execution, validity,           application,
interpretation, performance, breach, termination or enforcement           will be
determined by arbitration before a single arbitrator under the Arbitration Act, 1991 (Ontario).
The arbitrator will determine, based on           the outcome of the arbitration, the
breakdown between the Corporation and the           Indemnified Party of the costs for
conducting the arbitration.  








	12. 	
Tax Adjustment.    Should any payment made pursuant to this Agreement,
including           the payment of insurance premiums or any payment made by an insurer
under an           insurance policy, be deemed to constitute a taxable benefit or
otherwise be or           become subject to any tax or levy, then the Corporation will
pay any amount           necessary to ensure that the amount received by or on behalf of
the Indemnified           Party, after the payment of or withholding for tax, fully
reimburses the           Indemnified Party for the actual cost, expense or liability
incurred by or on           behalf of the Indemnified Party.  









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	13. 	
Cost of Living Adjustment.    The           $2,000 (U.S.) per diem payable pursuant
to Sections 4 and 5 will be adjusted to           reflect changes from January 1, 2006 in
the All-items Cost of Living Index for           Toronto prepared by Statistics Canada or
any successor index or government           agency.  








	14. 	
Governing Law.    This Agreement will be governed by the laws of           the
Province of Ontario and the federal laws of Canada applicable therein.  








	15. 	
Priority and Term.    This Agreement will supersede any previous agreement
          between the Corporation and the Indemnified Party dealing with this subject
          matter, and will be deemed to be effective as of the date on which the
          Indemnified Party first became an officer of the Corporation.  








	16. 	
Survival.    The obligations of the Corporation under this Agreement, other
          than Section 10, will continue until the later of (a) 15 years after the
          Indemnified Party ceases to be an officer or director of the Corporation or any
          other entity in which he or she serves in a similar capacity at the request of
          the Corporation and (b) one year after the final termination of all Proceedings
          with respect to which the Indemnified Party is entitled to claim
indemnification           hereunder. The obligations of the Corporation under Section 10
of this Agreement           will continue for 6 years after the Indemnified Party
ceases to be an           officer or director of the Corporation or any other entity in
which he or she           serves in a similar capacity at the request of the Corporation. 









	  	
IN
WITNESS WHEREOF the parties hereto have executed this Agreement.  







		COGNOS INCORPORATED
	




		by:    _________________________________________
		Name:
		Title:
	




	_________________________________________	        _________________________________________
	Witness	        Robert G. Ashe
	




	_________________________________________	
	Witness Name



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