Exhibit 10.47











	Exhibit 10.47 






COGNOS EMPLOYMENT
AGREEMENT 



This Agreement between Cognos
Incorporated (“Cognos”) and Leslie Rechan (the
“Executive”) is dated May 9, 2006 and shall be effective on the date that
the Executive commences service with Cognos at its Ottawa facilities (“Effective
Date”). 



NOW IN CONSIDERATION of the
mutual covenants and agreements contained in this Agreement, the parties hereby agree to
the following terms: 




	1.  	  	Duties:  






1.01    Cognos will employ the Executive
as Chief Operating Officer at its Head Office in Ottawa, Ontario, Canada,
and in such position will be responsible for managing the worldwide field (sales, services
and marketing) operations of Cognos and its subsidiaries. The Executive will
be employed under the terms set out in this Agreement and will perform such duties as are
reasonably required and consistent with his position. 



1.02    The Executive will devote his
full time and attention to the business and affairs of Cognos and its affiliates and will
not, without consent in writing of Cognos, undertake any other business or occupation or
become a director, officer, partner, employee or agent of any other company, firm or
individual. 



1.03    The Executive may, without the
necessity of obtaining any consent, undertake activities of a charitable or community
nature and serve in any part-time or temporary post with any charitable organization or
professional association, as long as those activities, in the sole discretion of Cognos,
do not impair his ability to fulfill his obligations in this Agreement. 



1.04    The Executive will well and
faithfully serve Cognos and its associated companies and use his best efforts to promote
their interests. 


	2.  	  	Term:  






For the purposes of this Agreement,
the Executive’s commencement of service with Cognos shall commence on the start date
set out in his offer letter and his employment shall continue for an indefinite term
thereafter unless terminated in accordance with this Agreement. 




	3.  	  	Relocation:  






The Executive acknowledges that Cognos
carries on its operations worldwide and during the course of his employment the location
of his employment and reporting arrangements may be changed by Cognos with the consent of
the Executive. Any relocation expenses incurred by the Executive will be reimbursed in
accordance with the prevailing Cognos policy. 






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	4.  	  	Compensation
& Performance Appraisal:  






4.01    The Executive’s
salary for the 2007 Cognos fiscal year (“Base Salary”) is
set out in Appendix “A” and subsequently will be reviewed and may be adjusted
upwards by the Human Resources & Compensation Committee of the Cognos Board of
Directors, or such other delegate or successor body (the “Committee”),
from time to time in accordance with prevailing Cognos practice and policies. The
Executive’s Base Salary will be deemed to accrue from day to day and will be payable
in equal semi-monthly installments in accordance with prevailing Cognos policies or
practice. 



4.02    The Executive has no contractual
entitlement to any increased or additional compensation (including overtime) except in
strict compliance with his compensation plan and the Executive has no right to the
continuation or renewal of any particular plan. The Executive’s compensation plan and
performance targets for the 2007 Cognos fiscal year are set out in Appendix “A”
and subsequently will be reviewed by and may be amended by the Committee every year or
more frequently, with such review to occur no later than 90 days after the end of the
Cognos fiscal year. The Executive’s bonus each year on achievement of his performance
targets is his “Target Bonus”. The Executive will be paid net of any
statutory or authorized deductions. The Executive authorizes Cognos to deduct from
compensation payable to him, the full amount of any debts or advances owed by the
Executive to Cognos. 



	5.  	  	Travel
& Expenses:  






The Executive’s duties may
require him to travel away from home. Cognos will reimburse the Executive for all
reasonable expenses incurred by the Executive for business, business travel and
accommodation and other incidental costs in accordance with its prevailing travel and
expenses policies. 




	6.  	  	Benefits:  






6.01    The Executive will be
entitled to receive all benefits generally available to Cognos employees in comparable
positions. 



6.02    The Executive will be entitled to
paid vacation in accordance with the policies and practices of Cognos as amended from time
to time. As of the Executive’s start date, the Executive will be entitled to accrue
twenty (20) days vacation on an annual basis which vacation will accrue in accordance with
Cognos’ policies and practices. The taking and time of vacation shall be agreed upon
by the Executive and Cognos. 



6.03    Cognos will provide the Executive
with a company vehicle at Cognos’ expense. In the event that Cognos terminates the
Executive’s employment at any time without Just Cause, or if the Executive terminates
his employment at any time for Good Reason, it is understood and agreed that the Executive
shall have continued use of the vehicle until the end of the notice period set out in
Article 10.03. 



6.04    Cognos will pay any initiation
and annual membership fees to the Ottawa Hunt & Golf Club, or to another club as
determined by the Executive and acceptable to Cognos. The payment of these fees is
included in the term ‘Cognos provided benefits’ contemplated in Article
10.03(b). 





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	7.  	  	Personnel
Policies:  






In addition to the provisions of this
Agreement, the Executive agrees to adhere to all reasonable policies of general
applicability to Cognos employees. Cognos may amend or revoke the provisions of these
policies as may be necessary. The Executive will be given reasonable notice of any policy
amendment. 




	8.  	  	Confidential
Information and Inventions:  






8.01    During the course of the
Executive’s employment by Cognos the Executive will acquire information about certain
matters that are confidential to Cognos (including, for the purpose of this Agreement, any
affiliated companies), and that are the exclusive property of Cognos, including, but not
limited to: (a) product design and development information, (b) names, addresses, buying
habits and preferences of current customers of Cognos as well as prospective customers,
(c) pricing and sales policies, techniques and concepts, and (d) trade secrets and other
confidential information concerning the business operations or affairs of Cognos, all of
which information is “Confidential Information” for the purposes of this
Agreement. Confidential Information does not include: (e) information generally available
to or known to the public; (f) information known to the Executive prior to his meetings
with Cognos or its agents regarding potential employment with Cognos; (g) information
independently developed by the Executive outside the scope of this Agreement; (h)
information lawfully disclosed to the Executive by a third party; or (i) information
disclosed by Cognos or by other employees of Cognos to third parties without any
obligation of confidentiality. 



8.02    The Executive acknowledges that
Confidential Information, if disclosed, could be used to the detriment of Cognos.
Accordingly, the Executive agrees not to disclose any Confidential Information to any
third party either: (a) during the term of his employment with Cognos (whether under this
Agreement or any predecessor or successor to it), except as may be necessary for him to
properly discharge his duties under this Agreement, or (b) following the termination of
his employment, however caused, except with the written permission of Cognos. The
foregoing restriction does not apply to any information or knowledge that becomes part of
the public domain other than by unauthorized disclosure by the Executive or information
excluded by subparagraph (e) to (i) of Article 8.01. 



8.03    Any inventions, discoveries, or
copyrightable works developed or contributed to by the Executive during the course of his
duties, whether under this Agreement or any predecessor or successor to it, including
without limitation: software source or object code (and any underlying algorithms or other
components), product or promotional material, manuals, contractual documentation, and
training or education materials (collectively the “Works”), are the sole
and exclusive property of Cognos including without limitation, all copyright and other
intellectual property rights in or to the Works. The Executive waives any and all moral
rights he may have in any Work, and agrees to execute any additional documents deemed
necessary by Cognos to apply for, convey or confirm its rights in or to the Works, whether
during or after the termination of this Agreement, however caused. The Executive warrants
that any Work does not infringe the copyright or other rights of any third party and that
the rights the Executive grants to Cognos in this Agreement are vested in him absolutely
and he has not previously assigned, licensed, or in any way encumbered the Works. This
provision is binding on the Executive’s heirs, successors and assigns and will
survive the termination of this Agreement. 






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	9.  	  	Computer
Security:  






It is the policy of Cognos to adhere
strictly to the licensing conditions of any software that it uses. The Executive is
required to comply with this policy. The Executive will not copy or distribute for his own
use or for the use of any other person or company any software used or developed by Cognos
without (a) obtaining the authorization of Cognos and (b) taking all reasonable
precautions to ensure that his use of the software neither corrupts nor destroys any
existing software or data. 



	10.  	  	Termination:  






10.01    The Executive may resign his
employment voluntarily upon giving thirty (30) days prior written notice to Cognos. Cognos
may waive the said notice by providing the Executive with pay in lieu in notice. Upon
resignation, the Executive shall have no entitlement to compensation except for unpaid
Base Salary, vacation earned to the effective date of resignation and reasonable unpaid
expenses in accordance with prevailing Cognos policies, plus a pro-rated portion of his
Target Bonus. All of the Executive’s benefits shall cease upon the Executive’s
effective date of resignation. For greater certainty, termination by the Executive for
Good Reason shall not constitute a voluntary resignation. 



10.02    Cognos may terminate the
employment agreement of the Executive at any time for Just Cause without notice or
compensation in lieu of notice except for unpaid Base Salary, vacation earned to the date
of termination and reasonable unpaid expenses in accordance with prevailing Cognos
policies. All of the Executive’s benefits shall cease immediately upon termination of
the Executive’s employment for Just Cause. 



10.03    If the Executive’s
employment is terminated by Cognos without Just Cause (including constructive dismissal)
or the Executive terminates his employment for any Good Reason then the following
provisions shall apply: 



	  	(a) 	  	Cognos
shall forthwith pay to the Executive or as he may direct, a lump-sum           amount
equal to twenty-four (24) months of the Executive’s annual Base           Salary and
Target Bonus as at the date of termination;  






	  	(b) 	  	Cognos
shall continue, to the extent permitted by its carriers, all Cognos           provided
benefits for twenty-four (24) months from the date of termination. In           the event
that Cognos cannot continue to provide any particular benefit, it           shall
compensate the Executive for the reasonable cost to him of obtaining the           said
benefit;  









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	  	(c) 	  	The
Executive shall be entitled to be paid his Target Bonus as at the date of
          termination, pro-rated for the period up to the date of termination of
          employment (such payment to be made at the time that Cognos generally pays
          bonuses to its Senior Executives); and  






	  	(d) 	  	Notwithstanding
the terms of any plan or agreement to the contrary, all of the           Executive’s
entitlements or rights pursuant to any equity- based plans           (including, without
limit, share/stock option, share/stock purchase, restricted           stock or stock
award), or any profit sharing, bonus or incentive plan shall           continue to vest
during the twenty-four (24) month period following the date of           termination, and
once vested shall be exercisable in accordance with the terms           of the applicable
plan, and at the end of that period any restricted stock units           not vested shall
be subject to the applicable provisions set out in the Offer           Letter attached as
Appendix “C”; and  






	  	(e) 	  	Cognos
shall reimburse the Executive, upon presentation of the appropriate           invoices,
to a maximum of $20,000.00 plus GST, for financial or outplacement           advice
obtained by the Executive in connection with the cessation of his           employment.  






10.04    In the event the
Executive’s employment is terminated by Cognos without Just Cause or in the event the
Executive terminates his employment for Good Reason and if such termination by Cognos or
by the Executive occurs on or within twenty-four (24) months following the date of any
Change of Control or if any such termination occurs during the period preceding the
effective date of a Change of Control but after which the Cognos has commenced discussions
and negotiations with a potential acquiror (the “Acquiror”), which for purposes
of this Agreement shall mean that management presentations have been made by and between
the Company and the Acquiror (the “Discussions”) and that the due diligence
process has commenced and which Discussions result in a Change of Control with the
Acquiror, then in addition to the payments and benefits set out in Article 10.03: 



	  	(a) 	  	notwithstanding
the terms of any plan or agreement to the contrary, all           entitlements or rights
pursuant to the equity-based plans (including without           limit, share/stock
option, share/stock purchase, restricted stock or stock           award) and any
profit-sharing, bonus or incentive plan, shall immediately and           automatically
became fully vested and all such vested rights shall be           exercisable for the
shorter of (i) one (1) year following the date of           termination; or (ii) the
maximum time period as allowed under U.S. Internal           Revenue Code Section 409A,
without the Executive being subject to additional           taxes or penalties; and  






	  	(b) 	  	the
reasonable legal costs incurred by the Executive to enforce the provisions           of
this Agreement shall be paid by Cognos as such costs are incurred.  









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10.05    All amounts referred to in
Article 10.03 constitute a debt by Cognos to the Executive. The Executive shall not be
required to mitigate damages by seeking other employment or otherwise, nor shall any
amount provided for under this Agreement be reduced in any respect in the event that the
Executive shall secure or not reasonably pursue alternative employment following the
termination of the Executive’s employment with Cognos. 



10.06    It is understood and agreed that
the amounts set out in Article 10.03 above are inclusive of any and all statutory
obligations that Cognos has to the Executive pursuant to the Ontario Employment
Standards Act, 2000. 



10.07    Coincident with, or immediately
following termination of the Executive’s employment, for whatever reason, the
Executive agrees to surrender to Cognos any documents or electronic media containing
Confidential Information referred to in Article 8, as well as any other property of
Cognos in his control or possession (including without limitation: vehicles, access
passes, equipment, credit cards, keys, books, records, reports, files, manuals, and
literature) in good condition, normal wear and tear excepted; provided, however, Executive
shall be allowed to keep his mobile telephone and pda. 



10.08    Immediately following
termination of the Executive’s employment, for whatever reason, the Executive agrees
to repay any outstanding debts or advances owing by him to Cognos and authorizes Cognos to
deduct the amount of those debts or advances from any compensation amount payable to the
Executive following his termination. For greater certainty, any unearned vacation taken
will constitute an advance owed by the Executive to Cognos. 



10.09    The Executive agrees that he
will not, at any time after termination of his employment, represent himself as being in
any way connected or interested in the business of Cognos or any of its group companies
worldwide. 




	11.  	  	Indemnification:  






Cognos agrees to indemnify the
Executive in accordance with the provisions of the Canada Business Corporations
Act. 




	12.  	  	Non-Competition:  






The Executive will not, during his
employment and for the period ending twelve (12) months after the date his employment is
terminated, directly or indirectly or in any manner whatsoever, including either
individually, or in partnership, jointly or in conjunction with any other person, or as
principal, agent, owner, consultant, contractor, employee, executive, officer, director,
advisor or shareholder: (a) be engaged in any undertaking, or (b) have any financial or
other interest (including an interest by way of royalty or compensation arrangements) in
or in respect of the business of any person which carries on a business; or (c) accept
employment with, advise, render or provide services to, lend money to or guarantee the
debts or obligations of any person or entity that carries on a business or undertaking
anywhere, that is in competition with the products or services created, developed,
manufactured, marketed, distributed, sold, by Cognos at the time of his termination or
within the six (6) month period prior to that date. 





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Despite the above, the Executive may
own not more than 5% of any class of securities of an entity, the securities of which are
listed on a recognized stock exchange or traded in the over-the-counter market in the
United States or Canada, that carries on a business which is the substantially same as or
which competes with the business of Cognos or any of its subsidiaries. 



	13.  	  	Non-Solicitation:  






The Executive agrees that he will not,
during his employment and for the period ending twenty-four (24) months after the date his
employment is terminated, without the written consent of Cognos, directly or indirectly
(a) employ or retain as an independent contractor any employee of Cognos or any subsidiary
on date of his termination or induce or solicit, or attempt to induce, any such person to
leave his or her employment, (b) contact or solicit any designated customers of Cognos or
any subsidiary for the purpose of selling to those designated customers any products or
services which are the same as, or competitive with, the products or services sold or
licensed by Cognos or any subsidiary. For the purpose of this section, a “designated
customer” means a person who was a customer of the Cognos or any subsidiary at any
time during the twelve (12) months preceding the date that his employment terminated. 



	14.  	  	Non-Disparagement:  






In further consideration of the
amounts and rights granted or received or to be granted or received under this Agreement,
the Executive will not, during this Agreement and for a period of the twelve (12) month
following its termination (however caused), utter, publish or broadcast any statements
that disparage Cognos (including its subsidiaries) or are critical in any manner or
fashion of Cognos or its business, including without limitation, its business strategy,
products, management or employees. Cognos, its officers, board of directors will not,
during this Agreement and for a period of the twelve (12) month following Executive’s
termination (however caused), utter, publish or broadcast any statements that disparage
deprecate, directly or indirectly, Executive’s abilities, professional skills or
reputation with any written or oral statement. 




	15.  	  	Legal
Assistance:  






The Executive agrees that he will,
during this Agreement and for a period two (2) years following its termination (however
caused), supply such information and render such assistance as may be reasonably required
by Cognos or any affiliated company in connection with any legal or quasi-legal proceeding
to which Cognos either is or becomes a party. Cognos agrees to reimburse the Executive for
any expenses reasonably incurred in providing such services in accordance with prevailing
Cognos Travel and Living policies. 





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	16.  	  	Withholdings
& Deductions:  






All amounts payable under this
Agreement are subject to applicable deductions and withholdings. 




	17.  	  	Assignment
of Rights:  






This Agreement is assignable by the
Cognos without the Executive’s consent in connection with any bona fide
internal reorganization of Cognos, provided that there is no material change in any of the
terms and conditions of the Executive’s employment or this Agreement. The
Executive’s rights under this Agreement are not assignable or transferable in any
manner except as required or permitted by operation of law. 




	18.  	  	Notices:  






Any notice required or permitted to be
given under this Agreement will be given in writing by personal delivery, registered mail
or by facsimile, to the Executive at his last known address and to Cognos at its Head
Office to the attention of the Vice President, Human Resources. 




	19.  	  	Severability:  






If any provision or part of this
Agreement is deemed, or found to be, void, unenforceable or invalid by a court of
competent jurisdiction, its remaining provisions or parts will remain in full force and
effect. 


	20.  	  	Entire
Agreement:  






This Agreement, including the Offer
Letter attached as Annex C, is the entire agreement between Cognos and the Executive
pertaining to his employment with Cognos and supersedes all previous agreements. This
Agreement and the attachments shall be read and construed as a single document but if
there is any conflict between them the conflict shall be resolved in accordance with the
following order of precedence: this Agreement, Appendix “C”, Appendix
“B”, Appendix “A”, and the terms of any stock/share option, RSU or
other equity award agreement between you and Cognos. There are no warranties,
representations or agreements between the parties in connection with the subject matter of
this Agreement except as specifically set forth or referred to in this Agreement. No
reliance is placed on any representation, opinion, advice or assertion of fact made by the
Corporation or its directors, officers and agents to the Executive, except to the extent
that the same has been reduced to writing and included as a term of this Agreement.
Accordingly, there shall be no liability, either in tort or in contract, assessed in
relation to any such representation, opinion, advice or assertion of fact, except to the
extent aforesaid. 




	21.  	  	Amendment
of Agreement:  






Any amendment or modification of this
Agreement will be in writing and signed by the parties or it will have no effect. 





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	22.  	  	Governing
Law:  






This Agreement will be governed by and
construed in accordance with the laws of Ontario. The sole forum for any dispute arising
from this Agreement or the Executive’s employment with Cognos will the courts of
Ontario located in the City of Ottawa, Ontario. 




	23.  	  	Enforcement
of Rights by Estate:  






Executive’s death or disability
shall not terminate the right of Executive’s estate or heirs to maintain an action
pursuant to this Agreement if such action is based on a claim duly asserted by the
Executive prior to the Executive’s death or disability. 




	24.  	  	Acknowledgement:  






The Executive and Cognos acknowledge
that each: (a) has had sufficient time to review and consider this Agreement thoroughly;
(b) has read and understands the terms of this Agreement and his or its obligations
hereunder; (c) retained independent legal advice concerning the interpretation and effect
of this Agreement, and (d) has entered into this Agreement voluntarily and without any
pressure. 



IN WITNESS the parties
have executed this Agreement as a deed with effect as of the Effective Date. 


COGNOS INCORPORATED 



By:   /s/  Rob Ashe       

        Rob Ashe 

        President & Chief Executive Officer 





The foregoing is agreed and accepted.  



		
	  /s/  Leslie Rechan         	  /s/  Meredith Rechan                 
	Leslie Rechan	Name of Witness: Meredith Rechan






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Appendix “A” 


FY07 Compensation 



	Salary:  	  	US $375,000 








	Target Bonus:  	  	US $375,000  






The actual bonus payable to the
Executive will be determined in accordance with Cognos’ Share in Success Program
(“SIS”), including the SIS Grid approved by Cognos’ Board of
Directors. The SIS Grid establishes a percentage (which may be above or below 100%
depending on the Cognos’ performance relative to specified performance metrics) that
will be applied to the above Target Bonus amount and shall be agreed to and approved by
Cognos’ Board of Directors (or a committee or delegate thereof) on or before 90 days
following the end of the fiscal year. 



Benefits Summary:  



Canadian Benefits Program as amended
from time to time by Cognos. 


Repayment of Bonus:  



If the audited financial statements of
Cognos in respect of any fiscal year are, or are required to be, subsequently re-stated in
any material respect, and for reasons that the Human Resources Committee of the
Cognos’ Board of Directors deems, in its sole discretion, to be based on error,
malfeasance or negligence, then any bonus payout based on those financial statements will
be recalculated. 



If the recalculated bonus payout
(“Recalculated Bonus”) is greater or less than the original bonus payout
to the Executive prior to the re-statement (“Original Bonus”), the
Original Bonus will be adjusted by the difference between the Original Bonus and
Recalculated Bonus (the “Adjustment Amount”). If the Original Bonus is
greater than the Recalculated Bonus, the Executive will pay within forty-five (45)
days the Adjustment Amount to the employing Cognos entity (subject to such other
repayment terms as may be approved by the Human Resources Committee of the Board of
Cognos). Any repayment made by the Executive to Cognos will be net of any taxes originally
withheld at source by Cognos and remitted to any tax authority in respect of the
Adjustment Amount (“Tax Withholding Amount”). Any subsequent refund to
the Executive of any taxes in respect of the Original Bonus will be immediately payable by
Executive to Cognos upon receipt, up to the Tax Withholding Amount. If the Original Bonus
is less than the Recalculated Bonus, Cognos will forthwith pay the Adjustment Amount to
the Executive, less any deductions at source required by applicable law. This
provision forms part of the Agreement and shall be a term of the Executive’s
employment, unless otherwise agreed upon, in writing, by Cognos and the Executive. 




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Appendix “B” 


Definitions  



	1. 	  	“Change
of Control” means:  






	(i) 	  	Cognos
is amalgamated, merged, consolidated or reorganized into or with another
          corporation or other legal person (excluding an affiliate of Cognos), and as a
          result the holders of the voting shares immediately prior to that transaction
          hold less than a majority of the voting shares after that transaction;  






	(ii) 	  	any
individual, entity or group acquires or becomes the beneficial owner of,
          directly or indirectly, more than 50% of the voting securities of the
          Corporation, whether through acquisition of previously issued and outstanding
          voting shares, or of voting shares that have not been previously issued, or any
          combination thereof, or any other transaction of similar effect;  






	(iii) 	  	Cognos
sells or otherwise transfers all or substantially all of its assets to           any
other corporation or other legal person, and as a result the holders of           voting
shares immediately prior to that transaction hold less than a majority of           the
voting shares of the acquiring corporation or person immediately after such
          transaction;  






	(iv) 	  	more
than 50% of the voting shares become subject to a voting trust;  






	(v) 	  	a
report is filed pursuant to the Canada Business Corporations Act or under the
          Securities Act, Ontario or the Securities Exchange Act of 1934, as amended,
          disclosing that any person (as defined in the applicable legislation) has
become           the beneficial owner of securities representing more than 50% of the
voting           shares; or  






	(vi) 	  	if,
during any period of two consecutive years, the individuals who at the
          beginning of that period are the directors of Cognos cease for any reason to be
          at least a majority of the membership of the Board, unless the election, or the
          nomination for election by Cognos’ shareholders, of each director of
Cognos           first elected during that period was approved by a vote of at least
two-thirds           of the directors then still in office who were also directors of
Cognos at the           beginning of that period.  






Provided that a Change in Control is
deemed not to occur solely because any one of the following entities either files or
becomes obligated to make a filing or submit a report contemplated above, namely: (i)
Cognos, (ii) an entity in which Cognos directly or indirectly beneficially owns 50% or
more of the voting securities, (iii) any Cognos-sponsored employee stock ownership plan or
any other employee benefit plan of Cognos, or (iv) any corporation or legal person similar
to the foregoing which is approved by the Board of Directors of Cognos prior to the
occurrence of the event that, absent such approval by the Board of Directors of Cognos,
would have constituted a Change in Control. 




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	2. 	  	For
the purposes of this agreement, “Good Reason” means the
          occurrence of any of the following:  






	(i) 	  	without
the Executive’s express written consent, the assignment to the           Executive
of any duties materially inconsistent with the Executive’s           position,
duties and responsibilities with Cognos under this Agreement, except           in
connection with the termination of the Executive’s employment for Just
          Cause or as a result of his death or retirement, (the promotion of the
Executive           to Chief Executive Officer of Cognos shall not constitute Good
Reason),  






	(ii) 	  	while
the Executive is the Chief Operating Officer of Cognos, he ceases to           report
directly to the current Chief Executive Officer or, if he is appointed           Chief
Executive Officer of Cognos, he ceases to be the most senior officer of           Cognos
or, following a Change of Control, of the entity that owns or controls           Cognos;  






	(iii) 	  	without
the Executive’s express written consent, a 10% reduction in the           Executive’s
annual Base Salary, benefits or perquisites;  






	(iv) 	  	without
the Executive’s express written consent, a 10% reduction in the           Executive’s
ability to earn incentive compensation excluding a reduction           caused by the
failure of Cognos or the Executive to meet incentive compensation           targets or
goals;  






	(v) 	  	the
failure to continue the Executive’s participation in any share option,
          share purchase, profit-sharing, bonus or other incentive compensation plan;  






	(vi) 	  	failure
of any successor-in-interest to assume all of the obligations of Cognos           under
this Agreement;  






	(vii) 	  	the
material breach of this Agreement by Cognos or the material breach by Cognos           of
any other agreement between Cognos and Executive relating to Executive’s
          employment, compensation and wages; and  






	(viii) 	  	the
location of the Corporation’s facilities where the Executive is based
          being relocated (a) more than 50 km from its current location and (b) more than
          50 km further from the Executive’s residence.  






Executive’s continued employment
shall not constitute consent or a waiver of Executive’s rights to assert Good Reason
hereunder on the condition that Executive may only effect a termination for Good Reason
within 30 days following the occurrence of actions or failures to act or Executive’s
knowledge of the same giving rise to the Good Reason and shall have duly notified Cognos
of the basis for such Good Reason and providing Cognos with fifteen (15) days after
receipt of such notice to cure the basis of such claim. 





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	3. 	  	“Just
Cause” means:  






	(i) 	  	the
wilful failure by the Executive to perform his duties (other than by reason           of
any bona fide disability);  






	(ii) 	  	the
Executive’s misconduct involving the property, business or affairs of
          Cognos, or in the carrying out of the Executive’s duties or the
          Executive’s theft, fraud or dishonesty;  






	(iii) 	  	Executive
is convicted of or pleads nolo contendere or guilty to a           felony
involving moral turpitude;  






	(iv) 	  	the
Executive’s material breach of this Agreement; or  






	(v) 	  	any
other conduct by the Executive that would be determined by the courts of
          Ontario to constitute just cause from time to time.  






Anything herein to the
contrary notwithstanding, Executive’s employment shall not be terminated for “Just
Cause” above unless written notice stating the basis for the termination is provided
to Executive, Executive is given fifteen (15) days after receipt of such notice to cure
the neglect or conduct that is the basis of such claim (but only with respect to curable
actions or failures to act).  



	4. 	  	“disability” has
the same meaning as may be ascribed to that           term by the Corporation’s long
term disability carrier at the relevant           time. 









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Appendix “C” 


Offer Letter 


(See Exhibit 10.46 of
Current Report on Form 8-K) 






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