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Exhibit 10.31

# COGNOS INCORPORATED

# 2002-2015 RESTRICTED
SHARE UNIT PLAN(Adopted by the
Cognos Board of Directors on September 25, 2002. Amendment approved by Cognos Board of
Directors on April 7, 2005 and Shareholders on June 23, 2005.)



|1. |  | PURPOSE
|-- |  | -------

The purpose of this 2002-2015
Restricted Share Unit Plan (the Plan) of Cognos Incorporated (the
Corporation) and any present or future wholly owned subsidiaryof the Corporation wherever located (each a Subsidiary) is to
provide grants (each an Award) of Restricted Share Units (as defined
below) to officers, directors and employees of the Corporation and its Subsidiaries. Any
person to whom an Award has been granted under this plan is called a
Participant. A Restricted Share Unit means a right
to receive, on the basis set out in the Plan, one (1) common share in the capital stock of
the Corporation (a Common Share).

For greater certainty, the Plan
together with any trust established pursuant hereto shall be constituted as an
employee benefit plan for the purposes of the Income Tax Act (Canada) (the
Tax Act). No provision of the Plan shall be applied, interpreted or
administered in a manner contrary to the requirements of the Tax Act for qualification of
the Plan as such. For greater certainty, the grant of an Award represents a contingent
entitlement of the Participant to whom it has been granted and the exchange of a
Restricted Share Unit which is the subject of an Award for a Common Share shall be the
payment of such share out of or under an employee benefit plan.

|2. |  | ADMINISTRATION
OF THE PLAN
|-- |  | --------------------------

A.    
          The Plan shall be administered by the Human Resources & Compensation
          Committee (the Committee) of the Board of Directors of the
          Corporation (the Board).

B.    
          Subject to the terms of the Plan, the Committee shall have the authority to
          (a) determine the Participants of the Corporation and any Subsidiary (from
          among the class of individuals eligible under paragraph 1) to whom Awards may be
          granted; (b) determine the time or times at which Awards may be granted;
          (c) determine the limitations, restrictions, and conditions of any grant of
          Awards; (d) determine the time or times when each Restricted Share Unit which is
          the subject of an Award shall become exchangeable or exercisable for a Common
          Share and the duration of the exchange or exercise period; (e) interpret the
          Plan and prescribe and rescind rules and regulations relating to it; and (f)
          select on or more trustees (each a Trustee and collectively
          the Trustees) and establish one or more agreements between
          the Corporation and each Trustee (each a Trust Agreement) to
          provide for the purchase of Common Shares on the open market for exchange or
          exercise under the Plan and the administration of the policies and procedures
          governing such purchases. The interpretation and construction by the Committee
          of any provisions of the Plan or of any Awards granted under it is final unless
          otherwise determined by the Board. The Committee may from time to time adopt
          such rules and regulations for carrying out the Plan as it may consider
          appropriate. No member of the Board or the Committee shall be liable for any
          action or determination made in good faith with respect to the Plan or any Award
          granted under it.

C.    
          The date of grant of an Award under the Plan will be the date specified by the
          Committee at the time it grants the Award. If no date is specified, the date
          will be the date of the grant.

D.    
          Awards may be granted to members of the Board, including members of the
          Committee. All grants of Awards to members of the Board shall be made in
          accordance with the provisions of this Plan applicable to other eligible
          persons. Members of the Board who either (a) are eligible to receive grants of
          Awards pursuant to the Plan or (b) have been granted Awards may vote on any
          matters affecting the administration of the Plan or the grant of any Awards
          pursuant to the Plan, except that no such member shall act upon the granting to
          himself of Awards, but any such member may be counted in determining the
          existence of a quorum at any meeting of the Board during which such action is
          taken with respect to the granting of Awards to such member.

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|3. |  | AWARDS
|-- |  | ------

Subject to the requirements in this
Plan, the Committee shall determine the number of Restricted Share Units which are granted
pursuant to an Award and the terms and conditions of each Award. After the expiration
and/or satisfaction of the applicable restrictions and conditions set forth in an Award
Agreement (as defined below), a Participant may elect to exchange each Restricted Share
Unit for one (1) Common Share. The delivery to the Participant of such Common Share shall
be subject to (i) such trading restrictions as may be imposed by the Corporation from time
to time and (ii) the delivery of such evidence as the Corporations registrar and
transfer agent may reasonably require confirming the eligibility of such Participant to
own Common Shares under the ownership constraints applicable to shareholders of the
Corporation.

|4. |  | STOCK
|-- |  | -----

All stock delivered to the
Participants under the Plan shall be authorized, issued and outstanding Common Shares,
which shall be purchased by the Trustees. The aggregate number of Common Shares which may
be purchased by the Trustees is 3,000,000, subject to adjustment as provided in paragraph
8 below. The Corporation shall provide the Trustees with the funds necessary to purchase
the Common Shares. The obligations of (i) the Trustees regarding the purchase and delivery
of Common Shares and (ii) the Corporation regarding the delivery to the Trustees of such
funds, shall in each case be more fully set forth in one or more Trust Agreements. All
dividends paid on Common Shares which are held by the Trustees shall be retained by the
Trustees and shall be distributed to the Participant at the time the Common Shares on
which the dividends were declared are distributed to the Participant.

|5. |  | TERM
& EFFECTIVE DATE
|-- |  | ---------------------

This Plan was adopted by the Board on
September 25, 2002 and its term extended by the Board on April 7, 2005, subject to
shareholder approval, which was received on June 23, 2005 at the Corporations 2005
Annual and Special Meeting. Accordingly, the Plan shall expire on September 30, 2015
(except as to Awards outstanding on that date).

|6. |  | DURATION
OF AWARD
|-- |  | -----------------

Subject to the terms of the Plan,
each Award shall expire on the date specified by the Committee.

|7. |  | TERMS
AND CONDITIONS OF AWARDS
|-- |  | ------------------------------

A.    
          The term of each Award shall be set out in an Award agreement (each, an
          Award Agreement) which may contain such restrictions,
          conditions and other provisions as the Committee deems advisable. The Committee
          may provide for the acceleration of any restrictions, either in the initial
          Award agreement or otherwise in writing, upon the satisfaction of Performance
          Targets to be to be achieved after the date of grant. Performance
          Target means those targets that may be established by the Committee from
          time to time that relate to corporate, group, unit or individual performance and
          are established in terms, measures or standards determined by the Committee.
          Whether any particular Performance Target has been achieved by a Participant in
          any given period shall be determined in good faith by the Committee in its sole
          discretion.

B.    
          The Committee may from time to time confer authority and responsibility on one
          or more of its members or one or more officers of the Corporation to execute and
          deliver Award agreements. The proper officers of the Corporation are authorized
          and directed to take any and all action necessary or advisable from time to time
          to carry out the terms of such Award agreements.

|8. |  | ADJUSTMENTS
|-- |  | -----------

Upon the happening of any of the
following described events, a Participants rights with respect to Restricted Share
Units granted hereunder shall be adjusted as follows:

A.    
          If there is any subdivision or subdivisions of the Common Shares into a greater
          number of shares at any time, or in the case of the issue of shares of the
          Corporation to the holders of its outstanding Common Shares by way of stock
          dividend or stock dividends (other than an issue of shares to shareholders
          pursuant to their exercise of a right to receive dividends in the form of shares
          of the Corporation in lieu of cash dividends declared payable in the ordinary
          course by the Corporation on its Common Shares), the number of Common Shares
          deliverable upon the exchange or exercise of a Restricted Share Unit shall be
          increased proportionately.

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B.If there is any consolidation or consolidations of the Common Shares into a
          lesser number of shares at any time, the number of Common Shares deliverable
          upon the exchange or exercise of a Restricted Share Unit shall be decreased
          proportionately.

C.If there is any reclassification of the Common Shares at any time, a
          Participant shall accept, at the time of acquisition of shares pursuant to the
          exchange of a Restricted Share Unit, in lieu of the number of Common Shares in
          respect of which the Restricted Share Unit is being exchanged, the number of
          shares of the Corporation of the appropriate class or classes as the Participant
          would have been entitled as a result of such reclassification or
          reclassifications had the Restricted Share Unit been exchanged before such
          reclassification or reclassifications.

D.If the Corporation is to be amalgamated or consolidated with or acquired by
          another entity in a merger, sale of all or substantially all of the
          Corporations assets or otherwise, in each case as determined by the Board
          (an Acquisition), the Committee or the board of directors of
          any entity assuming the obligations of the Corporation under the Plan (the
          Successor Board), shall, as to outstanding Awards, make
          appropriate provision for the continuation of such Awards by substituting on an
          equitable basis for the shares then subject to such Awards the consideration
          payable with respect to the outstanding Common Shares in connection with the
          Acquisition. In addition to or in lieu of the foregoing, with respect to
          outstanding Awards, the Committee or Successor Board may, upon written notice to
          participants: (i) provide that all Awards must be exchanged or exercised, to the
          extent then exchangeable or exercisable, within a specified number of days of
          the date of such notice, at the end of which period the Awards and the
          underlying Restricted Share Units shall terminate; or (ii) terminate all Awards
          in exchange for a cash payment equal to the fair market value of the shares
          underlying such Restricted Share Units (to the extent then exchangeable or
          exercisable) taking into account any exercise price.

E.If there is any proposed winding up, dissolution or liquidation of the
          Corporation, each Restricted Share Unit will terminate immediately prior to the
          consummation of such proposed action or at such other time and subject to such
          other conditions as shall be determined by the Committee.

F.    
          Except as expressly provided herein, no issuance by the Corporation of shares of
          any class, or securities convertible into shares of any class, shall affect, and
          no adjustment by reason thereof shall be made with respect to, the Restricted
          Share Units. No adjustments to the Restricted Share Units shall be made for
          dividends paid in cash or in property other than securities of the Corporation.

G.    
          No fractional shares shall be delivered pursuant to an exchange or exercise
          under the Plan. A Participant will receive cash in lieu of fractional shares.

|9. |  | REGULATION
|-- |  | ----------

A.    
          Each Restricted Share Unit shall be subject to the requirement that, if at any
          time the Committee or counsel for the Corporation shall determine, in its
          reasonable discretion, that the listing, registration or qualification of the
          Restricted Share Unit or shares thereunder upon any stock exchange, inter-dealer
          quotation system or under any applicable law, or the consent or approval of any
          governmental body, is necessary or desirable, as a condition of, or in
          connection with, the granting of such Restricted Share Unit or the delivery or
          acquisition of shares thereunder, no such Restricted Share Unit may be exchanged
          unless such listing, registration, qualification, consent or approval shall have
          been effected or obtained free of any conditions not acceptable to the Committee
          and counsel for the Corporation.

B.    
          Government regulations may impose reporting or other obligations on the
          Corporation with respect to the Plan. For example, the Corporation may be
          required to send tax information statements to employees and former employees
          that exchange Awards and the Corporation may be required to file tax information
          returns reporting the income received by Participants in connection with the
          Plan.

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|10. |  | TERM
AND AMENDMENT OF THE PLAN
|--- |  | ------------------------------

The Board may terminate or amend the
Plan in any respect at any time, in accordance with applicable legislation and subject to
regulatory approval, if required, except that the approval of shareholders is required if
such approval is required by applicable law or the rules or policies of any stock exchange
or inter-dealer quotation system on which the Common Shares are then listed. No action of
the Committee, Board or shareholders shall adversely affect the rights of a Participant,
without the consent of that Participant, under any Award previously granted to the
Participant.

|11. |  | WITHHOLDING
OF ADDITIONAL INCOME TAXES
|--- |  | --------------------------------------

Upon the grant of an Award, the
vesting or transfer of Restricted Share Units or Common Shares acquired on the exchange or
exercise of a Restricted Share Unit, or the making of a distribution or other payment with
respect to such Award or Common Shares, the Corporation may withhold taxes required by
law. The Committee in its discretion may condition (a) the grant of an Award or exchange
or exercise of a Restricted Share Unit or (b) the vesting of an Award or Common Shares
acquired by exchanging or exercising a Restricted Share Unit, on the Participants
making satisfactory arrangement for withholding.

|12. |  | MISCELLANEOUS
|--- |  | -------------

A.Participation in the Plan is voluntary and is not a condition of employment.
          No employee of the Corporation shall have any claim or right to be granted
          Awards pursuant to the Plan.

B.    
          None of the Corporation, any Subsidiary or the Trustees (which for the purposes
          of this section includes their respective directors, officers and employees)
          shall have any liability for: (i) the income or other tax consequences to
          participants arising from participation in the Plan; (ii) any change in the
          value of the Common Shares; or (iii) any delays or errors in the administration
          of the Plan, except where such person has acted with willful misconduct.
          Participants should consult their own tax and business advisors as none of the
          Corporation, any Subsidiary or the Trustees is providing any such advice to any
          Participant.

|13. |  | GOVERNING
LAW
|--- |  | -------------

The validity and construction of the
Plan and Award agreements shall be governed by the laws of the Province of Ontario,
Canada.

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