Corel Corporation Executive Employment Agreement Page 2 of 9   notice or any period of deemed employment and “terminate” and “terminated”have corresponding meanings.1.2 **Headings, Sections and Plural.**The inclusion of headings in this Agreement is forconvenience of reference only and shall not affect its construction or interpretation.Throughout this Agreement, whenever required by context, words importing the singular includethe plural and *vice versa*. In this Agreement, references to “Sections” or to “Schedules” arereferences to sections in or schedules to this Agreement, unless expressly stated otherwise. 1.3 **Deductions and Withholdings.**The payments to the Executive set out in this Agreement aresubject to applicable deductions and withholdings. 1.4 **Benefit Contributions and Participation.**The Corporation’s contributions to, the Executive’sparticipation in, and any conversion of, the group benefit plans as set out in this Agreementare subject to the terms and conditions of the benefit plans, and changes to or cancellationsof such plans over time, as may be made with such notice to the Executive as is practical inthe circumstances, and in the sole discretion of the Corporation. 1.5 **Currency**. Unless otherwise indicated, all dollar amounts referred to in this Agreement arein United States currency. 1.6 **Prevailing Agreement.**In the event of any inconsistencies between this Agreement and thePlan, the provisions in this Agreement supersede the Plan to the extent of suchinconsistencies. **2.** **Term and Duties** 2.1 **Start Date and Term.**The Corporation agrees to employ the Executive and the Executive agreesto become employed with the Corporation on the terms and conditions set out in this Agreementcommencing on May 8, 2008 (the “**Start Date**”). The Executive’s employment ends on the earliestof: (i) the date his employment is terminated pursuant to this Agreement; (ii) the firstanniversary of the Start Date (unless the parties enter into a written agreement to extendthis date); or (iii) the date a new Chief Executive Officer of the Corporation commencesemployment (the “**Termination Date**”). 2.2 **Position.**The Executive will serve in an executive capacity as the Interim Chief ExecutiveOfficer of Corel Corporation and in such other capacities as may be agreed upon by theCorporation and the Executive from time to time. 2.3 **Duties.**The Executive will perform the duties customarily performed in his positionincluding, without limitation, regularly reporting his activities and the results thereof tothe Board. The Executive agrees to serve as a director of the Corporation and its Affiliatesif an as requested by the Corporation in good faith and without compensation other than as setout in Section 3. 2.4 **Good Faith.**The Executive shall devote his full business time and attention to the affairsof the Corporation and will use his best efforts, skills and abilities to honestly,faithfully, diligently and in good faith promote the Corporation’s best interests, and heshall not have any interests that conflict with those of the Corporation. The Executive shall observe andabide by the policies of the Corporation in effect from time to time.
 

 
Corel Corporation Executive Employment Agreement Page 3 of 92.5 **Third Party Obligations.**The Executive represents and warrants that he honestly andreasonably believes after proper enquiry, that his obligations under this Agreement will notbreach any obligations the Executive owes to third parties, including any of the Executive’sformer employers and the Executive represents and warrants that he has provided to theCorporation all documents, agreements and correspondence relating to any such obligations andthat at the date hereof, he is not aware of any claims or threatened claims that he hasbreached any such obligations in connection with his obligations under this Agreement. **3.** **Compensation** 3.1 **Base Salary.**The Corporation agrees to pay the Executive an annual base salary of US$600,000.00, payable in accordance with the Corporation’s payroll practices in effect fromtime to time, subject to annual review and to increase as determined by the Board (“**Salary**”). 3.2 **Discretionary Bonus.**The Executive will be eligible to participate in the Corporation’sannual bonus plan with a target bonus of $400,000 of Salary for the achievement of alltargets. Any bonus payment is subject to achievement by the Executive of the performancetargets established by the Board. The Executive’s bonus targets, linearity and accelerationwill be consistent with those established for other executives of the Corporation. Currently,the performance targets are based on a combination of revenue targets and target earningsbefore interest, tax, depreciation and amortization (“**EBITDA**”). To be eligible for the bonuspayment, the Executive must have been actively employed throughout the fiscal year in respectof which his performance was assessed, unless provided otherwise in this Agreement.Notwithstanding the above, the Executive’s bonus for the period from the Start Date to August31, 2008 will be paid out at the 100% payout level. 3.3 **Share Based Compensation Plan Participation.**The Executive will be eligible to participatein the Plan and such other share based incentive plans or similar plans as may be establishedfor senior executives by the Corporation. All options granted to the Executive are governedby the terms and conditions of the Plan, including any restrictions on exercise of options andany requirements to agree to conditions, restrictions or agreements set out in the Plan,except as expressly provided otherwise in this Agreement. 3.4 **Grant of Options.**On the Start Date, the Corporation will grant to the Executive options toacquire 326,760 Shares (equivalent to 1.25% of the Company**)**of Corel Corporation (the “**BaseGrant**”), subject to the terms and conditions set out in this Agreement and the Plan. The BaseGrant of options will have an exercise price of equal to fair market value as at the StartDate. The Base Grant of options will be exercisable as to 8.33% on and after the end of eachmonth after the Start Date. 3.5 **Payments for Distributions on Base Grant of Options.**If dividends or other distributions arepaid on Shares of the Corporation at a time when the Executive holds unexercised options underthe Base Grant of options, the Corporation will provide the Executive with a paymentequivalent to distributions the Executive would have been eligible to receive had the BaseGrant of options been exercised. **4.** **Expenses, Benefits and Vacation** 4.1 **General Expenses.**The Corporation will reimburse the Executive for his reasonable andapproved business expenses, including travel expenses, incurred by him in connection with theperformance of his duties under this Agreement, upon providing appropriate receipts
 

 
Corel Corporation Executive Employment Agreement Page 4 of 9  satisfactory to the Corporation and in accordance with the Corporation’s policies in effectfrom time to time. 4.2 **Benefit Plans.**The Executive will be eligible to participate in the group benefit plansavailable to employees of the Corporation from time to time, subject to Section 1.4. To theextent permitted by the insurers, the Corporation will request the waiver of the waitingperiods for participating in the benefit plans, subject to the Executive’s pre-existingconditions. 4.3 **Vacation.**The Executive will be entitled to four weeks of vacation time per year to be takenat times that are consistent with the business interests of the Corporation, and in accordancewith the Corporation’s vacation policies. The Executive may not carry forward vacation timeto subsequent vacation years except to the extent required by law. **5.** **Termination** 5.1 **Termination by Executive.**The Executive may terminate his employment with the Corporation atany time by providing the Corporation with one month’s notice in writing. If, upon receipt ofthe Executive’s resignation, the Corporation terminates the Executive’s employment before thedate the resignation was to be effective, the Corporation will, in full satisfaction of itsobligations to the Executive: (a) pay the Executive’s Salary and vacation pay accrued untilthe date the resignation was to be effective; (b) reimburse the outstanding expenses properlyincurred by the Executive until the date his employment ceases; (c) continue its contributionsto the group benefit plans until the date the resignation was to be effective, subject toSection 1.4; and (d) pay the Executive a bonus pro-rated to the date his employment ceases (inthe event that employment ceases other than at the end of a fiscal quarter or year end, anybonus component that is dependent on a target achievement measured at a fiscal quarter or yearend shall be calculated at the 100% payout level pro-rated for the applicable period). 5.2 **Termination by Corporation for Cause.**The Corporation may terminate the Executive’semployment at any time with cause and without prior notice or any further obligations by theCorporation, and the Executive will be ineligible for any bonus or pro-rated bonus payment.On the termination of the Executive’s employment for cause, the Corporation will, in fullsatisfaction of its obligations to the Executive, pay the Executive’s Salary and vacation payaccrued until the Termination Date, and reimburse the outstanding expenses properly incurredby the Executive until the Termination Date. 5.3 **Termination by Corporation without Cause or at the End of the Term.**The Corporation mayterminate the Executive’s employment at any time, without cause on providing writtennotification; the Executive’s employment will terminate automatically on the first anniversaryof the Start Date; and the Executive’s employment will terminate automatically on theappointment of a Chief Executive Officer. In any such case the Corporation will: (a) pay theExecutive’s Salary and vacation pay accrued until the Termination Date; (b) reimburseoutstanding expenses properly incurred by the Executive until the Termination Date; and (c)pay the Executive a bonus pro-rated to the date his employment ceases (in the event thatemployment ceases other than at the end of a fiscal quarter or year end, any bonus componentthat is dependent on a target achievement measured at a fiscal quarter or year end shall becalculated at the 100% payout level pro-rated for the applicable period). All vested stockoptions as at the Termination Date shall expire six (6) months following the TerminationDate. All unvested stock options as at the Termination Date shall expire at the close ofbusiness on the Termination Date.
 

 
Corel Corporation Executive Employment Agreement Page 5 of 95.4 **Death of the Executive.**Upon the death of the Executive, this Agreement automaticallyterminates without notice or any further obligations by the Corporation. Upon the death ofthe Executive, the Corporation will, in full satisfaction of its obligations: (a) pay theoutstanding accrued salary and vacation pay accrued until the date of the Executive’s death;(b) reimburse the expenses properly incurred by the Executive up to the date of his death; (c)pay a bonus pro-rated to the date of the Executive’s death (in the event that such occursother than at the end of a fiscal quarter or year end, any bonus component that is dependenton a target achievement measured at a fiscal quarter or year end shall be calculated at the100% payout level pro-rated for the applicable period); and (d) the share based compensationawarded to the Executive shall, to the extent not otherwise vested, vest so that 50% of allsuch vested share based compensation shall be vested and such vested share based compensationshall be exercisable for a period of 90 days following the Executive’s death. 5.5 **Consequences of Termination.**The termination of the Executive’s employment for any reason,including resignation and termination with cause and without cause, terminates any officerpositions the Executive may hold with the Corporation or any of its Affiliates and theExecutive agrees to immediately resign as a director of the Corporation and any of itsAffiliates and to sign any documentation necessary to give effect to this Section 5.5. 5.6 **Conversion of Benefits on Termination.**On the earlier of the termination of Executive’sparticipation in the group benefit plans or the cessation of his employment for any reason,the Executive may be eligible to convert the group insured benefits to private coverage within30 days, without evidence of insurability. The Executive is responsible for promptlyarranging for any conversion options he may have or obtaining alternate benefits if he choosesto do so. 5.7 **Compliance with Laws.**The Executive’s entitlements under this Section 5 are provided in fullsatisfaction of the Executive’s entitlements to notice of termination, pay in lieu of notice,and severance pay, if any, under any applicable laws. **6.** **Confidential Information and Return of Property** 6.1 **Confidentiality Obligation.**The Executive covenants and agrees that he shall not, at anytime during his employment with the Corporation or any time thereafter, without the priorwritten consent of the Corporation, directly or indirectly, communicate, reveal or disclose,in any manner, to anyone, or use for any purpose other than in carrying out his duties underthis Agreement in furtherance of the Corporation’s business interests, any confidential orproprietary information concerning, or learned as a result of his employment with, theCorporation or its predecessors, successors, Affiliates or related companies including,without limitation, information concerning their assets, businesses, affairs, pricing, costs,technical information, financial information, plans or opportunities, manufacturing,processes, sales and distribution, marketing, research and development, customers, suppliersor employees. 6.2 **Return of Property.**Upon ceasing to be employed by the Corporation or upon request of theCorporation at any time, the Executive shall return to the Corporation all property belongingto the Corporation or its predecessors, successors, Affiliates or related companies including,without limitation, all documents in any format whatsoever including electronic format, thatis in his possession or control, and the Executive agrees not to retain any copies of suchproperty in any format whatsoever including electronic format.
 

 
Corel Corporation Executive Employment Agreement Page 6 of 9**7.** **Non-Solicitation** 7.1 **Employee and Contractor Non-Solicitation.**The Executive covenants and agrees that, whileemployed with the Corporation and for 12 months thereafter, the Executive shall not induce orsolicit or attempt to induce or solicit, or assist any person to induce or solicit anyemployee of the Corporation or its Affiliates or any contractor who regularly providesservices to the Corporation or its Affiliates, or assist or encourage any employee of theCorporation or its Affiliates or any contractor who regular who regularly provides services tothe Corporation or its Affiliates to accept employment or engagement elsewhere that competeswith the business of the Corporation or its Affiliates. **8.** **Proprietary and Moral Rights** 8.1 **Proprietary Rights.**The Executive recognizes the Corporation’s proprietary rights in thetangible and intangible property of the Corporation and acknowledges that Executive has notobtained or acquired and shall not obtain or acquire any rights, title or interest, in any ofthe property of the Corporation or its predecessors, successors, Affiliates or relatedcompanies including, without limitation, any writing, communications, manuals, documents,instruments, contracts, agreements, files, literature, data, technical information, know-how,secrets, formulas, products, methods, procedures, processes, devices, apparatuses, trademarks,trade names, trade styles, service marks, logos, copyrights, patents, inventions, discoveries,whether or not protected by patent or copyright, which the Executive may have conceived ormade, or may conceive or make, either alone or in conjunction with others, and related to thebusiness of the Corporation or its predecessors, successors, Affiliates or related companies(collectively, the “**Materials**”). The Executive agrees that during his employment with theCorporation and any time afterwards all Materials shall be the sole and exclusive property ofthe Corporation. 8.2 **Waiver of Moral Rights.**The Executive irrevocably waives to the greatest extent permitted bylaw, for the benefit of and in favour of the Corporation, all the Executive’s moral rightswhatsoever in the Materials including, without limitation, any right to the integrity of anyMaterials, any right to be associated with any Materials and any right to restrict or preventthe modification or use of any Materials in any way whatsoever. The Executive irrevocablytransfers to the Corporation all rights to restrict any violations of moral rights in any ofthe Materials including, without limitation, any distortion, mutilation or other modification. 8.3 **Assignment of Rights.**If the Executive has acquired or does acquire, however, any right,title or interest in any of the Materials or in any intellectual property rights relating tothe Materials, the Executive irrevocably assigns all such right, title and interest throughoutthe world exclusively to the Corporation including, without limitation, any renewals,extensions or reversions relating thereto and any right to bring an action or to collectcompensation for past infringements. 8.4 **Registrations.**The Corporation will have the exclusive right to obtain copyrightregistrations, letters patent, industrial design registrations, trade-mark registrations orany other protection in respect of the Materials and the intellectual property rights relatingto the Materials anywhere in the world. At the expense and request of the Corporation, theExecutive shall, both during and after the Executive’s employment with the Corporation, execute all documents and do allother acts necessary in order to enable the Corporation to protect its rights in any of theMaterials and the intellectual property rights relating to the Materials.
 

 
Corel Corporation Executive Employment Agreement Page 7 of 9**9.** **Remedies** 9.1 **Defences.**The Executive agrees that all restrictions in Sections 6, 7 and 8 are necessaryand fundamental to the protection of the business carried on by the Corporation and that allsuch restrictions are reasonable and valid, and, to the extent permitted by applicable law,the Executive waives all defences of the Executive to the strict enforcement thereof by theCorporation. 9.2 **Injunctive Relief.**The Executive acknowledges that a breach by the Executive of any of hisobligations in Sections 6, 7 and 8 will result in the Corporation suffering irreparable harm,which cannot be calculated or fully or adequately compensated by recovery of damages alone.Accordingly, the Executive agrees that the Corporation shall be entitled to interim andpermanent injunctive relief without proof of actual damages, specific performance and otherequitable remedies, in addition to any other relief to which the Corporation may becomeentitled. **10.** **Obligations Not Exhaustive** 10.1 **Fiduciary.**The Executive acknowledges that the obligations contained in Sections 6, and 7are in addition to any obligations that the Executive may now or hereafter owe to theCorporation, at law, in equity or otherwise. Nothing contained in this Agreement is a waiver,release or reduction of any fiduciary obligations that the Executive owes to the Corporation. **11.** **General** 11.1 **Survival.**Sections 6, 7, 8, and 9, and this Section 11.1 survive the termination of thisAgreement and the Executive’s employment for any reason whatsoever. 11.2 **Severability.**If any provision of this Agreement is declared void or unenforceable, suchprovision shall be deemed severed from this Agreement to the extent of the particularcircumstances giving rise to such declaration, and such provision as it applies to otherpersons and circumstances and the remaining terms and conditions of this Agreement shallremain in full force and effect. 11.3 **Entire Agreement.**This Agreement, including the attached Schedules and the documentsreferenced therein, constitutes the entire agreement between the Corporation and the Executiveon the subject-matter herein and it supersedes all prior agreements and understandings,whether written or oral. There are no representations, warranties or collateral agreements onthe subject-matter herein that exist outside of this Agreement. 11.4 **Amendments.**This Agreement may only be amended by written agreement executed by theCorporation and the Executive. However, changes to the Executive’s position, duties,vacation, benefits and compensation, over the course of time, do not affect the validity orenforceability of Sections 5, 6, and 7. 11.5 **Governing Law.**This Agreement shall be governed by, and construed and interpreted inaccordance with the laws of the State of California. The Corporation and the Executive eachirrevocably attorns to the exclusive jurisdiction of the courts of California and the courtsof California shall have the sole and exclusive jurisdiction to entertain any action arisingunder this Agreement.
 

 
Corel Corporation Executive Employment Agreement Page 8 of 911.6 **Assignment.**The Corporation may assign this Agreement, and it enures to the benefit of theCorporation, its successors or assigns. 11.7 **Independent Legal Advice.**The Executive acknowledges that he has been encouraged to obtainindependent legal regarding the execution of this Agreement, and that he has either obtainedsuch advice or voluntarily chosen not to do so, and hereby waives any objections or claims hemay make resulting from any failure on his part to obtain such advice. 11.8 **Waiver.**No waiver of any of the provisions of this Agreement shall be effective or binding,unless made in writing and signed by the party purporting to give the same. No waiver of anyof the provisions of this Agreement shall be deemed or shall constitute a waiver of any otherprovisions, whether or not similar, nor shall such waiver constitute a continuing waiver,unless expressly stated otherwise.
 

 
Corel Corporation Executive Employment Agreement Page 9 of 911.9 **Effective Date.**This Agreement is effective the date it is made.     **IN WITNESS WHEREOF**this executive employment agreement has been executed by the Corporationand the Executive on the dates below.**COREL INC.**Per: /s/ Christopher Difrancesco                                              Title: Secretary/s/ Kris Hagerman