Exhibit 10.8**EMPLOYMENT AGREEMENT****THIS AGREEMENT**is made as of the September 12, 2005**BETWEEN:****COREL INC.**(the “Corporation”)- and -Patrick Morley(the “Executive”)**RECITAL:**     The Corporation and the Executive wish to enter into this Agreement to set out the rights andobligations of each of them respecting the Executive’semployment with the Corporation.     **NOW THEREFORE**in consideration of the mutual covenants and agreements contained in thisAgreement and other good and valuable consideration (the receipt and sufficiency of which arehereby acknowledged), the Corporation and the Executive agree as follows:**1** **Definitions**In this Agreement,1.1 **“Agreement”**means this agreement as it may be amended from time to time; 1.2 **“Affiliate”**has the meaning attributed to such term in the *Business CorporationsAct*(Ontario) as the same may be amended from time to time and any successorlegislation thereto, and includes an Associate; 1.3 **“Associate”**has the meaning attributed to such term in the *Business CorporationsAct*(Ontario) as the same may be amended from time to time and any successorlegislation thereto; 1.4 **“Benefits”**has the meaning set out in section 6; 1.5 **“Board”**means the Board of Directors of Corel Corporation
 

 
1.6 **“Business”**means the development, marketing or sale of computer software foroffice productivity, graphics, or digital imaging, or any other software which theCorporation may be involved in developing, marketing, or selling during the termof this Agreement; 1.7 **“Change of Control”** a) means any transaction or series of transactions, whether by way ofconsolidation, amalgamation, merger, reorganization or plan ofamalgamation involving Corel Corporation, with or into any other person(other than Vector);  b) any transfer, conveyance, sale, lease, exchange or otherwise of allor substantially all of the assets of Corel Corporation, to any other person(other than Vector); and  c) the lawful acquisition by any person, or by a group of persons actingjointly or in concert, of that number of voting shares of Corel Corporation,which is 35% or more of the total voting shares issued and outstandingimmediately after such acquisition, unless Vector continues to hold anumber of voting shares which represents a greater percentage than thefirst-mentioned person or group of persons.Provided that shares of Corel Corporation acquired through an initial or follow on public offeringshall be deemed to not result in a Change of Control.1.8 **“Commencement Date”**means September 29, 2005; 1.9 **“Confidential Information”**means all information, intellectual property(including trade secrets) and facts relating to and used or proposed to be used in theBusiness of the Corporation and its Affiliates, acquired by the Executive during anyperiod in which the Executive was affiliated with the Corporation in the capacity ofan employee, director or shareholder which is confidential based upon its nature orthe circumstances surrounding its disclosure, and includes, without limiting thegenerality of the foregoing, information: a) relating to the Corporation’s or an Affiliate’s products and servicesor to the Corporation’s or a Affiliate’s research anddevelopment projects or plans;  b) relating to the Corporation’s or an Affiliate’s trade secrets,technology, patentable and unpatentable inventions, discoveries, processes, testprocedures and results, records, specifications, data, formulations,know-how, samples, specimens, manufacturing processes and regulatory information;
 

 
 c) relating to the Corporation’s or an Affiliate’s business policies, strategies,operations, finances, plans or opportunities, including the identity of, orparticulars about, the Corporation’s or an Affiliate’s clients or suppliers;1.10 **“Date of Termination”**has the meaning set out in section 7.1 of this Agreement; 1.11 **“Disability”**means the mental or physical state of the Executive such that: a) subject to applicable human rights legislation, due to illness,disease, mental or physical disability or similar cause, the Executive cannotsubstantially perform his duties as an employee, officer or director of theCorporation or any of its Subsidiaries, as applicable;  b) a court of competent jurisdiction has declared the Executive to bementally incompetent or incompetent to manage his affairs;  c) the Executive is eligible for, has applied for, and has been acceptedfor long-term disability benefits under the Corporation’s long-term disabilityplan; or  d) an attorney pursuant to a continuing power of attorney for personalcare or similar instrument is appointed to manage the affairs of the individual dueto the Executive’s mental incompetence;1.12 **“Just Cause”**means: a) theft, fraud, dishonesty or willful misconduct by the Executive inconnection with the executive’s duties or involving theproperty, business or affairs of the Corporation, or the carrying out of theExecutive’s duties;  b) the breach by the Executive in any material respect of theExecutive’s employment agreement; or.  c) any other conduct that would be determined by the courts of Ontarioto constitute just cause.1.13 **“Good Reason”**means any of the following, unless consented to by the Executive: a) any material reduction in the Executive’s annual base salary,benefits or perquisites;  b) any material reduction in the Executive’s ability to earn incentivecompensation which shall exclude a reduction caused by the failure of theCorporation or the Executive to meet incentive compensation targets orgoals; or  c) any material reduction or material adverse change in the nature orscope of the authorities, powers, functions, responsibilities or duties of theexecutive; or
 

 
 d) any breach by the Corporation of any of it’s obligations under this agreement.1.14 **“Salary”**has the meaning set out in section 3(a). 1.15 **“Vector”**means any entity or fund Affiliated with, or managed directly orindirectly by, Vector Capital Corporation or its Affiliates, or any other entitycontrolled, directly or indirectly, by such entities or funds.**2** **Employment of the Executive**2.1 The Corporation shall employ the Executive in the position of Executive VicePresident, Sales and Marketing, Americas, of the Corporation for the Term of thisAgreement subject to termination pursuant to section 7; 2.2 While employed by the Corporation: i. The Executive shall report to the Chief Executive Officer of CorelCorporation and shall perform such duties, have such responsibilities and exercisesuch powers and authorities as are assigned to him by the Chief Executive Officerfrom time to time; and  ii. The Executive shall devote substantially all of his business time,attention and ability to the Business;  iii. The Executive shall work on a remote basis from Boston, Massachusettshowever Executive acknowledges that he will be required to spend at least 50% of hisbusiness time traveling to attend to running the business.**3** **Remuneration**     Commencingand effective as of the Commencement Date, the remuneration of theExecutive for services hereunder shall be as follows: 3.1 The Executive shall receive an annual gross salary (beforededuction for income taxes and other required deductions) of USD $300,000, whichshall be reviewed periodically and which may be increased (but notdecreased without the prior written consent of the Executive) at thediscretion of the Board (the “Salary”), payable in accordance with thepolicy of the Corporation for payments of salary to senior management.  3.2 The Executive shall also be eligible for an incentive bonus component ofUSD $300,000, (subject to statutory withholdings and deductions). Theincentive bonus shall be paid based upon the successful realization oftargets set on a periodic basis by the Corporation after consultation with
 

 
   the executive. All payments will be made by bank credit transfer. Payment of theincentive bonus for fiscal year 2005 will be paid, on a pro rata basiscommensurate with an assumed 100% achievement level.  3.3 The Executive shall be eligible to participate in the stock option plan.The Executive hereby acknowledges that the granting of options is made onlyto full time employees; solely at Employer’s discretion and that any suchoptions shall be subject to the terms and conditions of any grant and ofEmployer’s stock option plan in effect, from time to time. Withoutlimiting the foregoing, nothing in this Agreement shall in any way alterthe terms and conditions of any grant or of the plan. The Corporationagrees to grant 1,000,000 options to the Executive commensurate withExecutive’s first day of employment with the Corporation as described inthe attached Notice of Grant.  3.4 The Executive shall be entitled to participate in benefits as are enjoyedfrom time to time generally by employees in accordance with theestablished practices and policies of the Corporation as the Corporationmay in its absolute discretion create from time to time. In this regard, theExecutive acknowledges having received a description of the benefits inforce as of the date hereof.**4** **Expenses**     The Corporation shall reimburse the Executive for all reasonable out-of-pocket expensesincurred by the Executive while employed by the Corporation in the performance of his duties underthis Agreement (including attendance at industry, financing and other conferences relevant to theExecutive’s performance of his duties hereunder), in accordance with the Corporation’s policy forreimbursement of expenses, upon presentation of receipts or such other supporting documentation asthe Corporation may reasonably require.**5** **Vacation**     The Executive shall be entitled while employed by the Corporation to 4 weeks vacation withpay per year, in accordance with its normal practices. Vacation shall be taken by the Executive atsuch time as may be reasonably acceptable to the Corporation having regard to its operations.**6** **Benefits**     While the Executive is employed by the Corporation, the Corporation shall provide to theExecutive the benefits made generally available to its employees (the “Benefits”). The Benefitsshall be provided in accordance with and subject to the terms and conditions of the applicablefund, plan or arrangement relating thereto in effect from time to time.
 

 
**7** **Termination** 7.1 The employment of the Executive shall terminate or be terminable: a) by retirement or resignation on not less than 1 months writtennotice, of the Executive;  b) by the Corporation at any time on written notice to the Executive forJust Cause;  c) by the Corporation or the Executive at any time on written noticebecause of the occurrence of Disability;  d) automatically upon the death of the Executive;  e) by the Corporation at any time on written notice without Just Cause;  f) by the Executive on written notice for Good Reason; or  g) by the Executive within 3 months following a Change of Control, andby the Executive providing the Corporation with 3 months written notice.**8** **Payments on Termination of Employment** 8.1 If the employment of the Executive is terminated for retirement or resignation,pursuant to section 7.1 (a), the Executive will receive payment for Salary, incentive bonus,and accrued but unused vacation owing on the Date of Termination.  8.2 If the employment of the Executive is terminated for Just Cause, pursuant tosection 7.1 (b), the Executive will receive payment for Salary and accrued, but unusedvacation owing on the Date of Termination.  8.3 If the employment of the Executive is terminated at any time by the Corporationfor Disability pursuant to section 7.1 (c), by the death of the Executive pursuant to section7.1(d), by the Executive without Just Cause pursuant to section 7.1(e), by the Executive forGood Reason pursuant to section 7. l(f), or by the Executive on notice following a Change ofControl pursuant to 7.1 (g), the following provisions shall apply conditional on the Executive(or the Executive’s legal representative in the case of termination by reason of death)providing a full and final release to the Corporation in the form attached hereto asSchedule A: a) The Corporation shall pay to the Executive, immediately followingthe Date of Termination, if not already paid, the Executive’s Salary owing at theDate of Termination;
 

 
 b) The Corporation shall pay to the Executive forthwith following the Dateof Termination, a lump sum payment equivalent (less deduction forincome taxes and other required deductions) to nine (9) month’s Salary.  c) The Executive shall continue to receive health benefits for a periodof nine (9) months following the Date of Termination, to the extent theCorporation is permitted by the terms of the relevant benefit plan(s) toprovide such health benefits and, to the extent the Corporation is not sopermitted, the Corporation shall make a payment equal to the cost to theCorporation of such benefits for said period;  d) The Corporation shall reimburse expenses incurred by the Executive onor prior to the Date of Termination for which the Executive would be entitledto reimbursement but for the termination of his employment hereunder;and  e) The Executive is not obligated to mitigate his damages or to seekalternative employment. The payments refereed to in section 8.2 (b) shallnot be reduced if the Executive obtains alternate employment followingtermination.8.4 In the event the Executive is terminated by the Corporation without JustCause within twelve (12) months following a Change of Control or the Executive terminates hisemployment for Good Reason within twelve (12) months following a Change of Control, then ineither case, in addition to receiving the payments and benefits referred to in section 8.3,conditional on the Executive providing a full and final release to the Corporation in the formattached hereto as Schedule A, the vesting of the Executive’s stock options shall accelerate,to the extent required, such that effective upon the Date of Termination at least 50% of theoptions previously granted to the Executive shall become fully vested. 8.5 The Executive acknowledges and agrees that the provisions of this section 8 are insatisfaction of and substitution for any and all statutory and common law rights, includingwithout limitation, any right to reasonable notice of termination.**9** **Resignation as a Director and Officer**     On the Executive ceasing to be an employee of the Corporation for any reason, the Executiveshall forthwith resign as a director and officer of the Corporation and all of its Affiliates(unless such position is established through a shareholder agreement or other contractual right).**10** **Non-Competition and Non-Solicitation** 10.1 The Executive shall not, during his employment and for the period ending twelve (12) monthsafter the Date of Termination, directly or indirectly in any manner
 

 
  whatsoever including either individually, or in partnership, jointly or in conjunction withany other person, or as principal, agent, owner, consultant, contractor, executive, officer,director, advisor or shareholder: a) be engaged in any Competing Entity (as defined in section 10.4 below);  b) have any financial or other interest (including an interest by way of royaltyor compensation arrangements) in or in respect of the business of any CompetingEntity; or  c) advise, render or provide services to, lend money to or guarantee the debts orobligations of any Competing Entityin any province of Canada or any state of the United States,10.2 The Executive shall not, during his employment and for the period ending twelve(12) months after the Date of Termination, directly or indirectly induce or solicit orattempt to induce any employee of the Corporation or any of its Affiliates as of thedate of Termination to leave his or her employment; 10.3 Nothing in this Agreement shall prevent the Executive from owning not more than5% of any class of securities of an entity, the securities of which are listed on arecognized stock exchange or traded in the over the counter market in Canada,which carries on a business which is the same as or which competes with thebusiness of the Corporation or any of its Affiliates; 10.4 For the purposes of this Agreement, a Competing Entity are defined as Microsoft,the Star Office Division of Sun Microsystems, Adobe, Macromedia, Quark,Intervideo, Pinnacle Systems, Sonic Solutions, Autodesk, the Lotus Division ofIBM, ULEAD, Sigmaflow, or ACD Systems or any of their successors, and, onnotice to the Executive, other entities that the Corporation may add to thisdefinition, from time to time before termination of the Executive’s employment,acting in good faith after consultation with the Executive, whose business consistsof developing or marketing word processing, spreadsheet, presentation, processmanagement, flowcharting, digital imaging or graphics software which theCorporation determines is in competition with its business.**11** **Confidentiality** 11.1 The Executive agrees that all Confidential Information is the property of the Corporation orits Affiliates and that he shall keep the Confidential Information secret and confidentialand shall not use (other than in connection with his employment with the Corporation or anyof its Affiliates) or disclose to any person, directly or indirectly, any ConfidentialInformation at any time hereafter, provided, however, that nothing in this section shallpreclude the Executive from disclosing or using Confidential Information if:
 

 
 a) the Confidential Information is available to the public or in the publicdomain at the time of such disclosure or use, without breach of thisAgreement;  b) disclosure is required to be made by any law, regulation,governmental body, or authority or by court order; or  c) disclosure is made to a court or other governmental regulatory orarbitral body which is determining the rights of the parties under this Agreement;11.2 The Executive acknowledges and agrees to return to the Corporation or destroyupon the Corporation’s request, upon the termination of his employment under thisAgreement, all records, books, samples, paper, notes or other documents or assetsbelonging to the Corporation or any Affiliate or relating to their business and toreturn or destroy upon the Corporation’s request, any written ConfidentialInformation; 11.3 The Executive further acknowledges and agrees that the obligations under thissection 11 shall exist and continue in full force and effect notwithstanding anybreach or repudiation, or alleged breach or repudiation, of or termination of thisAgreement by the Corporation; 11.4 For greater certainty, the Corporation acknowledges that this section 11 is notintended to apply to the skill, expertise, know-how and experience of the Executivegained in the performance of his employment or with respect to any skill, expertise,know-how and experience the Executive obtained prior to or outside hisemployment or directorship duties with the Corporation. **12** **Intellectual Property**     The Executive hereby assigns the Corporation his entire right, title and interest in anyinvention, work or formula, whether patentable or not or copyrightable or not, which is conceivedor made solely by the Executive or jointly by the Executive and any other person or persons duringthe Executive’s employment and which relates in any manner to the Business, research or otheractivities of the Corporation or which results from any task assigned to or performed by theExecutive on behalf of the Corporation. The Executive covenants and agrees that (i) he shallpromptly disclose to the Corporation any invention or work covered by this paragraph, (ii) ifrequested by the Corporation, he shall promptly execute a specific assignment of title to theCorporation for such invention or work, and (iii) he shall take all reasonable actions necessary toassist the Corporation, at the Corporation’s expense, to secure patent or copyright protection inthe United States, Canada and in foreign countries.**13** **Remedies**     The Executive acknowledges that a breach or threatened breach by the Executive of anyprovision of any of sections 10, 11 or 12 of this Agreement shall result in the Corporation and/orits Affiliates suffering irreparable harm which cannot be
 

 
calculated or fully or adequately compensated by the recovery of damages alone. Accordingly, theExecutive agrees that the Corporation and/or its Affiliates shall be entitled to (and theExecutive shall not argue or take a position that the Corporation or any Affiliate shall notsuffer irreparable harm) interim, interlocutory and permanent injunctive relief, specificperformance and other equitable remedies, in addition to any other relief to which the Corporationand/or its Affiliates may become entitled.**14** **Notice**     Any notice or other communication required or permitted to be given hereunder shall be inwriting and shall be given by facsimile or other means of electronic communication or by deliveryby hand as hereinafter provided. Any such notice or other communication, if mailed by registeredmail, shall be deemed to have been received on the day such mail is delivered by the post office,or if sent by facsimile or other means of electronic communication, shall be deemed to have beenreceived on the business day following the sending, or if delivered by hand shall be deemed to havebeen received at the time it is delivered to the applicable address noted below either to theindividual designated below or to an individual at such address having apparent authority to acceptdeliveries on behalf of the addressee. Notice of change of address shall also be governed by thissection. In the event of a general discontinuance of postal service due to strike, lock-out orotherwise, notices or other communications shall be delivered by hand or sent by facsimile or othermeans of electronic communication and shall be deemed to have been received in accordance with thissection. Notices and other communications shall be addressed as follows:if to the Executive:Patrick Morley