Cognos Exhibit 10.46 54735









Exhibit 10.46 








Robert G. Ashe 





President and Chief
Executive Officer
FY07 Compensation Plan 






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














Cash Compensation
Elements (All in US $) 








		 	Annual Base Salary	 	$   575,000	 
		 	Annual Target Incentive @ 100%	 	$   575,000 	 
		 	Annual Total Target Income @ 100%	 	$1,150,000	 











Equity-Based
Compensation Elements 







		 	Stock Option Grant	 	50,000 Options	 
		 	Target Restricted Stock Unit Grant @ 100%	 	50,000 RSUs	 





     




FY07 Executive
Incentive Grid (Share in Success Plan) 



     



The Share In Success Grid appearing
below (“SIS Grid”) is designed to reward achievement based on Operating
Margin and Revenue performance, and to discourage the achievement of one performance
metric at the expense of the other. If threshold performance is not achieved on either
performance metric, the FY07 corporate factor from the SIS Grid will be zero. Otherwise,
the number at the intersection of the results of the two (2) metrics will be multiplied by
the result of the Customer Loyalty Factor appearing in the table below to determine the
“SIS Factor” This will be multiplied by your Annual Target Incentive and
Target Restricted Stock Unit Grant to determine the actual amounts in each case. The
impact of the Customer Loyalty Factor ranges from 90% to 110%. The maximum SIS
Factor is 200%. 



EXECUTIVE INCENTIVE GRID (DESCRIBED
ABOVE) INTENTIONALLY DELETED 




     




FY07 Customer Loyalty
Factor Grid 



     



The Customer Loyalty Factor will be
the average of the quarterly scores from the customer loyalty survey which measures
customer loyalty through repurchase intentions and customer referenceability. 




CUSTOMER LOYALTY FACTOR
GRID (DESCRIBED ABOVE) INTENTIONALLY DELETED 




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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 FY07 Annual Incentive payment (“FY07
Incentive Payment”) will be determined as set out in the section
above entitled “FY07 Executive Incentive Grid (Share in Success)”.  






	3)  	  	FY07
RSU Grant.    Your FY07 Restricted Stock Unit Grant (“FY07 RSU Grant”)
will be determined as set out in the section above entitled “FY07
Executive Incentive Grid (Share in Success)”.  






	 	
The
restricted share units (“RSUs”), if any, will be granted following the
filing of a Current Report on Form 8-K, releasing Cognos’ audited FY07 financial
results. RSUs will be subject to the terms and conditions of the Cognos Incorporated
2002-2015 Restricted Share Plan (“RSU Plan”). 







	 	
The entire RSU Award will vest
on the 4th anniversary of the RSU Award Date (“Cliff Vesting Date”)
or earlier, in following circumstances:  









          	 	a. 	
               The entire RSU Award will vest in either of the
               following circumstances (x) on the date the CEO’s employment is terminated
               for any reason before the Cliff Vesting Date (unless such termination is for
               good cause based on the CEO’s moral turpitude or criminal misconduct)
               or (y) in the event of any Change of Control as defined in the CEO’s
               employment agreement. 


               



          	 	b. 	
               1⁄4 of the RSU Award will be eligible for immediate
               vesting on the RSU Award Date and on the three subsequent anniversaries of the
               RSU Award Date following the end of FY08, FY09 and FY10. On each of those dates
               vesting will occur if : 


               



          	 	(i) 	
               the Corporation meets or exceeds its dollar-based Operating Margin target for
               the most recently completed fiscal year (being the dollar figure obtained when
               multiplying the revenue and operating margin elements that result in a 100%
               payout under the SIS Grid without giving effect to any additional multipliers or
               factors), and 


               



	  	
COMPETITOR
CLAUSE INTENTIONALLY DELETED 






	 	
Notwithstanding
the terms of the RSU Plan or any other plan or agreement to the contrary, all entitlements
or rights pursuant to any RSUs granted as part of the FY07 RSU Grant shall immediately and
automatically become fully vested in the event that a “Change of Control”, as
defined in your current employment Agreement (“Agreement”), occurs and
all such vested rights shall be exercisable by you at the your sole discretion. 






	 	
If
your employment is terminated by Cognos without “just cause”, as defined in the
Agreement, (including constructive dismissal) or you terminate your employment for any
“good reason”, as defined in the Agreement, then the following provisions shall
apply: 






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(a)
notwithstanding any term of the RSU Plan, all of your entitlements or rights in
          any RSUs already granted as part of the FY07 RSU Grant shall continue to vest
          during the thirty (30) month period following the date of termination, and once
          vested shall be exercisable in accordance with the terms of the RSU Plan; and  






	  	
(b)
you shall also be entitled (if your employment terminates prior to the end of
          fiscal year 2007) to your FY07 RSU Grant, if any, pro-rated for the period up
to           the date of termination of employment (such grant to be determined and made
at           the times that Cognos generally determines and makes such grants to senior
          executives).  






	4)  	  	Stock
Option Grant.    Any stock options granted pursuant to the Stock Option Grant
will be granted at the same time as the annual stock option focal for all
employees. Options will be subject to the terms and conditions of the
Cognos Incorporated 2003-2008 Stock Option Plan. On each anniversary of
the option grant date, twenty-five percent (25%) of the options will vest.  






	5)  	  	Currency
Exchange Rate.    For payroll purposes, your Annual Base Salary and FY07
Incentive Payment, if any, will be converted to Canadian Dollars using the
month-end foreign exchange rate for February 2006. This rate is US $1 =
CDN $ 1.138. Accordingly, your Annual Base Salary for payroll purposes
will be CDN $654,350.  






	6)  	  	Repayment
and Surrender.    The FY07 Incentive Payment, if any, and the FY07 RSU Grant,
if any, are each 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 annual
incentive payment (“Incentive Payment”), including the FY07 Incentive
Payment, and any share-based compensation grant (“Share-Based Grant”),
including the FY07 RSU Grant, 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. 






	 	
If
the number of options, RSUs or similar share-based compensation (“Units”)
granted in the original Share-Based Grant is greater than the number to be granted in the
recalculated Share-Based Grant, you will immediately surrender a number of options, RSUs
or Units, as the case may be, equal to the difference between the original Share-Based
Grant and the recalculated Share-Based Grant. If you do not have sufficient options, RSUs
or Units, as the case may be, to surrender to Cognos, you will transfer/deliver to Cognos
an equivalent number of Cognos shares or, with the prior written consent of Cognos, the
cash equivalent for such shares. If the number of options, RSUs or Units granted in the
original Share-Based Grant is less than the number granted in the recalculated Share-Based
Grant, Cognos will, subject to its then current option, RSU and Unit grant
policies/practices and the terms of the relevant share based plan, immediately grant an
additional number of options, RSUs or Units, as the case may be, equal to the difference
between the original Share-Based Grant and the recalculated Share-Based Grant. 






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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. 






	7)  	  	Stock
Ownership.    Cognos stock ownership guidelines applicable to you are three
(3) times the sum of your Annual Base Salary and Annual Target Incentive
or $3,450,000. At the start of fiscal year 2007 this represented 95,833
shares. Entering fiscal year 2007 you have met the ownership guidelines.
It is expected that you will monitor and maintain this status going
forward.  







AGREED AND ACCEPTED AS OF
JULY 31, 2006:  






	/s/ Robert G. Ashe	 	July 26, 2006
	
	 	

	Robert G. Ashe	 	Date
	President and Chief Executive Officer	 	 








	/s/ John Jussup	 	July 31, 2006
	
	 	

	John Jussup	 	Date
	SVP, Chief Legal Officer and Secretary	 	 











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