---



Exhibit 10.21

# COGNOS INCORPORATED

2002-2005 RESTRICTED SHARE UNIT PLAN
(Adopted by the Cognos
Board of Directors on September 25, 2002)

1.     PURPOSE

The purpose of this 2002-2005
Restricted Share Unit Plan (the Plan) of Cognos Incorporated (the
Corporation) and any present or future wholly owned subsidiary of 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.

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

41

---

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

A.    
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
2,000,000, 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.

B.    
The aggregate number of shares subject to Awards granted in the first three
years of the Plan to Participants who are, at the time of grant, directors or
officers (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934) of
the Corporation shall not exceed 50% of the aggregate number of shares subject
to Awards granted to all Participants during such period; and the aggregate
number of shares subject to Awards granted in each successive year to
Participants who are, at the time of grant, directors or officers of the
Corporation shall not exceed 50% of the aggregate number of shares subject to
Awards granted to all Participants during such year.

5.    
TERM & EFFECTIVE DATE

This Plan was adopted by the Board on
September 25, 2002. The Plan shall expire on September 30, 2005 (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

42

---

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.

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.

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

43

---

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.

44