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Exhibit 10.23

# COGNOS INCORPORATED2003-2008 STOCK OPTION PLAN

# (Adopted by the
Cognos Board of Directors May 1, 2003, approved by the Shareholders on June 19, 2003and
by the TSX)

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

This
2003-2008 Stock Option Plan (the Plan) is intended to provide incentives to
employees of Cognos Incorporated and any present or future subsidiary of the Corporation
wherever located (the Corporation), by providing them with opportunities to
purchase stock in the Corporation pursuant to stock options (Options). Options
may qualify as incentive stock options, or ISOs, under Section 422(b) of the
United States Internal Revenue Code of 1986, as amended (the Code). Options
that are not ISOs are non-qualified stock options or NQOs.

|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 employees of the Corporation and any Subsidiary (from
          among the class of employees eligible under paragraph 3) to whom Options may be
          granted; (b) determine the time or times at which Options may be granted;
          (c) determine (subject to paragraph 6) the option price of shares subject to
          each Option; (d) determine the limitations, restrictions, and conditions of any
          grant of Options, including whether any Option granted is an ISO or a NQO; (e)
          determine (subject to paragraph 8) the time or times when each Option shall
          become exercisable and the duration of the exercise period; and (f) interpret
          the Plan and prescribe and rescind rules and regulations relating to it. The
          interpretation and construction by the Committee of any provisions of the Plan
          or of any Option 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 Option granted under it.

C.    
          The date of grant of an Option under the Plan will be the date specified by the
          Committee at the time it awards the Option.

D.    
          The Board in its discretion may take such action as may be necessary to ensure
          that Options granted under the Plan qualify as qualified performance-based
          compensation within the meaning of Section 162(m) of the Code and
          applicable regulations promulgated thereunder (Performance-Based
          Compensation). Options may be subject to such other terms and conditions
          as are necessary to constitute compensation arising from their exercise or
          disposition (or the disposition of any shares acquired thereunder) as
          Performance-Based Compensation.

|3. | PARTICIPATION
|-- | -------------

A.    
          Options may be granted to any employee of the Corporation or any Subsidiary
          (each recipient of an award a Participant). Non-employee directors
          of the Corporation shall not be eligible to receive Options pursuant to the
          Plan.

B.    
          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 Options
          pursuant to the Plan.

C.    
          Neither the Corporation nor any Subsidiary assumes any liability for the income
          or other tax consequences arising from participation in the Plan. Participants
          should consult their own tax advisors in that respect.

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

A.    
          All stock issued under the Plan shall be authorized but unissued common shares
          of capital stock of the Corporation without par value (the Common
          Shares).

B.    
          The aggregate number of Common Shares which may be issued under the Plan is
          1,760,000, subject to adjustment as provided in paragraph 14. The foregoing
          number of shares is anticipated to be sufficient for the Corporations
          requirements for the period ending July 1, 2004. Subject to prior applicable
          regulatory approval, it is intended that additional shares will be issued under
          the Plan but only after the issuance of such shares is approved at a duly
          convened meeting of shareholders.

C.    
          If any Option expires or terminates for any reason without having been exercised
          in full or ceases for any reason to be exercisable in whole or in part, the
          unpurchased Common Shares subject to that Option shall again be available for
          grants of Options.

D.    
          The following restrictions will apply to all grants of Options under the Plan:

(a)    
          the number of Shares reserved for issuance under Options granted to Insiders
          (having the meaning given to the term insiders inthe rules
          of the Toronto Stock Exchange Company Manual relating to changes in capital
          structure of listed companies in connection with employee stock option and stock
          purchase plans, options for services, and related matters, as amended (the
          TSX Rules)) or under any other option to purchase shares from
          treasury granted to Insiders under any other Share Compensation Arrangement
          (having the meaning given to the term share compensation arrangement
          in the TSX Rules), may not exceed 10% of the number of Common Shares outstanding
          on a non-diluted basis at such time (outstanding issue);

(b)     Insiders
may not, within a 12 month period, be issued a number of Common           Shares
under the Plan and/or under any other Share Compensation Arrangement of           the
Corporation exceeding 10% of the outstanding issue;

(c)     any one
Insider and that Insiders Associates (as that term is defined in the Securities
          Act (Ontario)) may not, within a 12 month period, be issued a number
of           Common Shares under the Plan and/or under any other Share Compensation
          Arrangement of the Corporation exceeding 5% of the outstanding issue; and

(d)     the
number of Common Shares reserved for issuance to any one Participant under
          Options granted under the Plan or under any other option to purchase shares
from           treasury granted under any Share Compensation Arrangement of the
Corporation           must not exceed 5% of the outstanding issue, or 4,400,000 shares.

E.    
          The foregoing limits under this paragraph 4 will be adjusted to reflect any
          adjustments in the capital of the Corporation as contemplated in paragraph 14.

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

A.    
          This Plan was adopted by the Board on May 1, 2003. No Option may be awarded
          prior to shareholder approval of this Plan.

B.    
          If the approval of shareholders is not obtained prior to July 1, 2003, this Plan
          will expire on that date. Otherwise, this Plan shall expire on July 1, 2008
          (except as to Options outstanding on that date).

|6. | MINIMUM
OPTION PRICE
|-- | --------------------

A.    
          The price per Common Share specified in the agreement relating to each Option
          granted under the Plan shall not be lower than 100% of the fair market value of
          Common Shares on the date of grant, subject to adjustment in accordance with the
          provisions of paragraph 15 and paragraph 19.

B.    
          In the case of an ISO to be granted to an employee owning stock possessing more
          than ten percent (10%) of the total combined voting power of all classes of
          stock of the Corporation or any Subsidiary, the price per Common Share specified
          in the agreement relating to each ISO shall not be less than one hundred and ten
          percent (110%) of the fair market value of Common Shares on the date of grant.
          For purposes of determining stock ownership under this paragraph, the rules of
          Section 424(d) of the Code shall apply.

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C.    
          Each eligible employee may be granted Options treated as ISOs only to the extent
          that, in the aggregate under this Plan and all incentive stock option plans of
          the Corporation and any Subsidiary, ISOs do not become exercisable for the first
          time by such employee during any calendar year with respect to stock having a
          fair market value (determined at the time the ISOs were granted) in excess of
          US$100,000. The Corporation intends to designate any Options granted in excess
          of such limitation as NQOs. (To make this calculation the conversion rate used
          shall be the noon purchase rate for U.S. dollars on the date of grant as
          published by the Bank of Canada). The foregoing shall be applied by taking
          Options into account in the order in which they were granted. If the Committee
          determines to issue an NQO, it shall take whatever actions it deems necessary,
          under Section 422 of the Code and the regulations promulgated thereunder, to
          ensure that such Option is not treated as an ISO.

D.    
          For the purposes of the Plan, fair market value on any particular
          day shall be determined at the close of business on the last trading day
          preceding the date an Option is granted and shall mean, (a) the closing price of
          the Common Shares on the Toronto Stock Exchange, or if none is available then
          (b) the average of the closing bid and asked prices on the NASDAQ Stock Market.
          If the Common Shares are not publicly traded at the time an Option is granted,
          fair market value shall be deemed to be the fair value of the Common
          Shares as determined by the Board after taking into consideration all factors
          which it deems appropriate, including, without limitation, recent sale and offer
          prices of the Common Shares in private transactions negotiated at arms
          length.

|7. | OPTION
DURATION
|-- | ---------------

Each Option shall expire on the date
specified by the Committee, but not more than five (5) years from the date of grant. The
term of each Option shall be set out in the instrument granting the Option (Option
Agreement).

|8. | WHEN
OPTION BECOMES EXERCISABLE
|-- | -------------------------------

Each Option shall be exercisable as
follows:

A.    
          The Option shall either be fully exercisable on the date of grant or shall
          become exercisable thereafter in such installments as the Committee may specify.
          Any reference to an Option in this Plan includes any installment of that Option.

B.    
          Once an installment becomes exercisable it shall remain exercisable until
          expiration or termination of the Option.

C.    
          Subject to such trading restrictions as may be imposed by the Corporation from
          time to time, each Option may be exercised at any time or from time to time for
          up to the total number of Common Shares with respect to which it is then
          exercisable.

D.    
          In addition to specific instances provided in the Plan, the Committee shall have
          the right to accelerate the date of exercise of any Option or installment
          thereof. The date of exercise of any ISO (which has not previously been
          converted to an NQO pursuant to paragraph 19) may be accelerated only if that
          acceleration does not violate the annual vesting limitation set out in paragraph
          6(C).

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|9. | TERMINATION
OF EMPLOYMENT
|-- | -------------------------

A.    
          If a Participant ceases to be employed by the Corporation or any Subsidiary,
          other than by reason of retirement as defined in paragraph 10, death
          or for cause as defined in this paragraph 9, then, effective on the
          date that termination becomes effective (Without Cause Termination
          Date), no further installments of an Option will become exercisable, and
          the Participant may exercise the Option to the extent the Participant could have
          exercised, except to the extent the Committee accelerates the right of the
          Participant to exercise an Option (in its sole and absolute discretion) on the
          Without Cause Termination Date, at any time on or before the earlier of: thirty
          (30) days from the Without Cause Termination Date or on the specified expiration
          date of the Option.

B.    
          Employment shall be considered as continuing uninterrupted during (a) any
          bona fide leave of absence (such as governmental service) or period of
          long term disability, on the condition that the period of such leave of absence
          does not exceed ninety (90) days, or (b) any period of long-term disability or,
          (c) any period during which a Participants right to re-employment is
          guaranteed by statute or contract. A bona fide leave of absence in excess
          of ninety (90) days, taken with the written approval of the Committee shall not
          be considered an interruption of employment under the Plan, provided that such
          written approval contractually obligates the Corporation or any Subsidiary to
          continue the employment of the Participant after the approved period of absence.

C.    
          Nothing in the Plan shall give any Participant the right to be retained in
          employment by the Corporation for any period of time, nor shall it interfere
          with the right of the Corporation to terminate the employment of any
          Participant, with or without cause. Options granted under the Plan shall not be
          affected by any change of employment within or among the Corporation, so long as
          the Participant continues to be an employee of the Corporation.

D.    
          If the employment of a Participant is terminated for cause, any
          Option or installment thereof shall terminate the last day of employment with
          the Corporation and shall thereafter not be exercisable, except to the extent
          the Committee accelerates the right of the Participant to exercise an Option (in
          its sole and absolute discretion). Cause shall mean conduct
          recognized by the laws applicable to the Participant as constituting just or
          proper cause for dismissal without compensation. In granting any Option
          (including any NQO), the Committee may specify that the Option shall be subject
          to the restrictions set forth herein, or to such other termination or
          cancellation provisions as it may determine.

|10. | RETIREMENT
|--- | ----------

If a Participant whose age and
aggregate number of years of service with the Corporation totals 75 or greater, ceases to
be employed by the Corporation without cause and with the intent of ceasing full-time
employment with any party (the combination of the foregoing factors and such additional
factors as the Committee in its sole discretion may from time to time determine
constituting Retirement for purposes of this Plan), except to the extent the
Committee accelerates the right of the Participant to exercise an Option (in its sole and
absolute discretion), no further installments of an Option will become exercisable, and
the Participant may exercise the Option to the extent the Participant could have exercised
it on the date employment ceases, at any time on or before the earlier of: (i) the second
(2nd) anniversary of that date, and (ii) the date that the Option expires
pursuant to Paragraph 7. If the Participant dies or is incapacitated during that period,
then the personal representatives of the Participant may exercise the foregoing rights.

|11. | DEATH
|--- | -----

If a Participant ceases to be
employed by the Corporation or any Subsidiary by reason of death, (i) all Options granted
to the Participant shall become exercisable immediately prior to the death of the
Participant, and (ii) the estate, personal representative or beneficiary of the
Participant who has acquired the Options by will or by the laws of the descent and
distribution, may exercise the Options to the extent the Participant could have exercised
them, at any time on or before the earlier of: (a) the first (1st) anniversary
of the date of the Participants death if the Participant is an executive officer,
(b) the second (2nd) anniversary of the date of the Participants death
for all other Participants or (c) the specified expiration date of the Option.

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|12. | ASSIGNABILITY
|--- | -------------

No Option shall be assignable or
transferable by the Participant except by will or by the laws of descent and distribution,
and Options shall be exercisable during the lifetime of the Participant only by the
Participant.

|13. | TERMS
AND CONDITIONS OF OPTIONS
|--- | -------------------------------

A.    
          Options shall be evidenced by instruments (which need not be identical) in such
          forms as the Committee may from time to time approve. Such instruments shall
          conform to the terms and conditions set forth in paragraphs 6 through 12 and may
          contain such other provisions, as the Committee deems advisable, which are not
          inconsistent with the Plan, including restrictions applicable to Common Shares
          issuable upon exercise of Options.

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 such instruments. 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 instruments.

|14. | ADJUSTMENTS
|--- | -----------

Upon the happening of any of the
following described events, a Participants rights with respect to Options 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 exercise of Options shall be increased proportionately, and
          appropriate adjustments shall be made in the purchase price per share to reflect
          such subdivision or stock dividend.

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 exercise of Options shall be decreased proportionately, and appropriate
          adjustments shall be made in the purchase price per share to reflect such
          consolidation.

C.    
          If there is any reclassification of the Common Shares, at any time a Participant
          shall accept, at the time of purchase of shares pursuant to the exercise of an
          Option, in lieu of the number of Common Shares in respect of which the Option to
          purchase is being exercised, 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 Option been
          exercised 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 (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 Options, either (a) make appropriate provision for the continuation
          of such Options by substituting on an equitable basis for the shares then
          subject to such Options the consideration payable with respect to the
          outstanding Common Shares in connection with the Acquisition; or (b) upon
          written notice to participants, provide that all Options must be exercised, to
          the extent then exercisable, within a specified number of days of the date of
          such notice, at the end of which period the Options shall terminate; or (c)
          terminate all Options in exchange for a cash payment equal to the excess of the
          fair market value of the shares subject to such Options (to the extent then
          exercisable) over the exercise price thereof.

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E.    
          Despite the foregoing, any adjustments made pursuant to subparagraphs A, B, C or
          D with respect to ISOs shall be made only after the Committee, after consulting
          with counsel for the Corporation, determines whether such adjustments would
          constitute a modification of those ISOs (as that term is defined in
          Section 424 of the Code) or would cause any adverse tax consequences for their
          holders. If the Committee determines that those adjustments would constitute a
          modification of those ISOs, it may, subject to prior applicable
          regulatory approval, refrain from making such adjustments.

F.    
          If there is any proposed winding up, dissolution or liquidation of the
          Corporation, each Option 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.

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

H.    
          No fractional shares shall be issued under the Plan. A Participant will receive
          cash in lieu of fractional shares.

I.    
          Upon the happening of any of the foregoing events described in subparagraphs A,
          B, C or D above, the class and aggregate number of shares set forth in paragraph
          4 hereof that are subject to Options which previously have been or subsequently
          may be granted under the Plan shall also be appropriately adjusted to reflect
          the events described in such subparagraphs. The Committee or the Successor Board
          shall determine the specific adjustments to be made under this paragraph 14 and,
          subject to paragraph 2, its determination shall be conclusive.

|15. | EXERCISE
OF OPTIONS
|--- | -------------------

A.    
          An Option (or any part or installment thereof) shall be exercised by giving
          written notice to the Company at its principal office address, or to such
          transfer agent as the Company shall designate. The notice shall identify the
          Option being exercised, specify the number of shares as to which such Option is
          being exercised, and be accompanied by full payment of the purchase price
          therefor either (a) in Canadian dollars in cash or by certified cheque, (b) at
          the discretion of the Committee and consistent with applicable law, through the
          delivery of an assignment to the Company of a sufficient amount of the proceeds
          from the sale of the Common Shares acquired upon exercise of the Option and an
          authorization to the broker or selling agent to pay that amount to the Company,
          which sale shall be at the Participants direction at the time of exercise,
          or (c) at the discretion of the Committee, by such other method as it deems
          appropriate, subject to such regulatory approval as may be required. If the
          Committee exercises its discretion to permit payment of the exercise price of an
          Option by means of the methods set forth in clauses (b) or (c) above, that
          discretion shall be exercised in writing at the time of the grant of the Option
          in question.

B.    
          The holder of an Option shall not have the rights of a shareholder with respect
          to the Common Shares subject to Option until the date of issuance of a stock
          certificate to the Participant for such Common Shares. Except as expressly
          provided above in paragraph 14 with respect to changes in capitalization
          and stock dividends, no adjustment shall be made for dividends or similar rights
          for which the record date is before the date such stock certificate is issued.

|16. | CONDITIONS
OF EXERCISE
|--- | ----------------------

Each Option 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 Common Shares subject to such Option upon any stock exchange 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 Option or the
issue or purchase of shares thereunder, no such Option may be exercised in whole or in
part 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.

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|17. | TERM
& 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 any is required, except that the approval of shareholders is
required: (a) to approve the amendment to any material term of an Option, including,
without limit, any change to the price of an Option, or (b) to approve the adoption of any
option exchange scheme involving Options, or (c) 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, or (d) if such approval is required for
Option awards to qualify for favorable treatment under Sections 162(m) or 422 of the Code,
or any successor provisions. No action of the Committee, Board or shareholders shall alter
or impair the rights of a Participant, without the consent of that Participant, under any
Option previously granted to him.

|18. | CONVERSION
OF ISOs INTO NQOs
|--- | ----------------------------

The Committee, at the written request
of any Participant, may, in its discretion and subject to such regulatory approval as may
be required, take such actions as may be necessary to convert that Participants ISOs
that have not been exercised on the date of conversion into NQOs at any time prior to the
expiration of such ISOs, regardless of whether the Participant is an employee of the
Corporation or a Subsidiary at the time of such conversion. Such actions may include, but
are not limited to, extending the exercise period or reducing the exercise price of the
appropriate installments of such ISO. At the time of conversion, the Committee (with the
consent of the Participant) may impose such conditions on the exercise of the resulting
NQOs as the Committee in its discretion may determine, on the condition that those
conditions shall not be inconsistent with this Plan. Nothing in the Plan shall be deemed
to give any Participant the right to have ISOs converted into NQOs, and no conversion
shall occur until and unless the Committee takes appropriate action.

|19. | APPLICATION
OF FUNDS
|--- | --------------------

The proceeds received by the
Corporation from the sale of Common Shares pursuant to Options granted under the Plan
shall be used for general corporate purposes.

|20. | GOVERNMENTAL
REGULATION
|--- | -----------------------

A.    
          The Corporations obligations to sell and deliver Common Shares under this
          Plan are subject to the approval of any governmental or regulatory authority
          required in connection with the authorization, issuance or sale of such shares.

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 exercise Options, and the Corporation may be required to file tax
          information returns reporting the income received by participants in connection
          with the Plan.

|21. | WITHHOLDING
OF ADDITIONAL INCOME TAXES
|--- | --------------------------------------

Upon the exercise of an Option, the
making of a Disqualifying Disposition (as defined in paragraph 22) or the vesting or
transfer of restricted Common Shares acquired on the exercise of an Option, or the making
of a distribution or other payment with respect to such Common Shares, the Corporation may
withhold taxes in respect of amounts that constitute compensation included in gross
income. The Committee in its discretion may condition (a) the exercise of an Option or (b)
the vesting of restricted Common Shares acquired by exercising an Option, on the
Participants making satisfactory arrangement for withholding. Such arrangement may
include payment by the Participant in cash or by cheque (certified in its discretion) of
the amount of the withholding taxes or, at the discretion of the Committee, by the
Participants delivery of previously held Common Shares or the withholding of Common
Shares otherwise deliverable upon exercise of an Option having an aggregate fair market
value equal to the amount of such withholding taxes.

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|22. | DISQUALIFYING
DISPOSITION BY PARTICIPANT
|--- | ----------------------------------------

By accepting an ISO granted under the
Plan, each Participant agrees to notify the Corporation in writing immediately after the
Participant makes a disqualifying disposition of any Common Shares received pursuant to
the exercise of an ISO (a Disqualifying Disposition). Disqualifying
Disposition means any disposition (including any sale) of such stock on or before the
later of (a) two years from the date the employee was granted the ISO under which he
acquired such stock, or (b) one year after the employee acquired such stock by exercising
such ISO. If the employee has died before such stock is sold, these holding period
requirements do not apply and no Disqualifying Disposition will thereafter occur.

|23. | GOVERNING
LAW
|--- | -------------

The validity and construction of the
Plan and the instruments evidencing Options shall be governed by the laws of the Province
of Ontario, Canada.

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