EX-10.16




Exhibit 10.16


PERSONAL & CONFIDENTIAL




July 3, 2008




David C. Dobson




Dear David:



This letter confirms your resignation from Corel Corporation (“Corel”) effective June 30, 2008 and
sets out the terms on which you have agreed to provide transitional services to Corel.



The terms and conditions set out below are conditional on you signing and returning to Corel this
letter and the release attached as Schedule A (the “Release”) on or before July 7, 2008 after which
time this letter is automatically revoked.





	 	1.	 	Period of Transitional Assistance






	 	a)	 	You have agreed to provide your services to Corel until June 30,
2008, or until such earlier time as Corel may advise you at anytime after the ate
of this letter (the “Transition Period”). During the Transition Period, you will
continue as a Director and Office of Corel. During the Transition Period you will,
to the best of your ability, work with the Special Committee that was formed in
response to the proposal received from Vector Capital (the “Special Committee”).
In addition, during the Transition Period you will, to the best of your ability,
work with the Board of Directors of Corel (the “Board”), Corel’s management team
and the interim Chief Executive Officer of Corel, as requested by the Board and
Interim Chief Executive Officer.
	 
	 	b)	 	During the Transition Period, you have the opportunity to earn a
bonus in the based on the value you provide to the Special Committee during the
Transition Period, to a maximum of $200,000. The amount, if any, payable shall be
at the discretion of the independent Directors of Corel, in consultation with the
Special Committee.
	 
	 	c)	 	Your base salary (of $415,000 Canadian annually) will cease effective
at the end of the Transition Period and your sole entitlements to other
compensation and to benefits shall be:






	 	(i)	 	continued participation in Corel’s
benefit plans for the Transition Period.
	 
	 	(ii)	 	the discretionary bonus referred to
in subparagraph 1(b) above;
	 
	 	(iii)	 	payment of the greater of:




 









 












	 	A.	 	$300,000 Canadian; and
	 
	 	B.	 	your incentive
payment pursuant to Corel’s annual incentive plan to May
31, 2008, based on actual performance to May 31, 2008 (in
accordance with your annual incentive plan target of
$415,000 Canadian with 40% measured against Corporate
Revenue attainment and 60% measured again Corporate
EBITDA attainment),plus the tax gross-ups relating to
your 2007 apartment and travel in the amount of $52,246
Canadian, plus pay in respect of your accrued unused
vacation to the end of the Transition Period.






	 	(d)	 	All of your unvested options granted June 27 and October 1, 2005 will
vest on June 30, 2008 and you may exercise all outstanding options until the
earlier of”






	 	(i)	 	December 31, 2008; and
	 
	 	(ii)	 	their original expiry date.






All of your options granted July 17, 2007 shall be forfeited on June 30,
2008.




	 	2.	 	Company Property
	 
	 	 	 	All company property must be returned to Corel at the end of the Transition Period,
including but not limited to: financial information, customer lists, marketing and
technical materials, cell phones, pagers, blackberries, desk keys, company credit
cards, company calling cards, computers and computer equipment, security badges, CD
ROMS and any other Corel materials you may have.
	 
	 	3.	 	Taxes and Currency
	 
	 	 	 	All amounts payable under this Agreement are subject to applicable taxes and
withholdings and you are solely responsible for the payment of all taxes owing as a
result of the payments and benefits provided to you under this Agreement. All amounts
referred to in this letter are in Canadian currency.
	 
	 	4.	 	Resignation From Other Positions
	 
	 	 	 	All officer positions you hold with Corel and its affiliated entities are terminated at
the end of the Transition Period, or at such earlier time as is requested by Corel and
you agree to resign from all director positions you





 









 





	 	 	 	then hold with Corel and its affiliated entities at the end of the Transition Period,
or at such earlier time as is requested by Corel.
	 
	 	5.	 	Confidentiality, Non-Compete, Fiduciary Duties
	 
	 	 	 	You are reminded that you are required to comply with the Confidentiality,
Non-Competition, Non-Solicitation and Intellectual Property covenants in your agreement
with Corel dated effective June 17, 2005, as amended November 1, 2005. You are also
reminded that you owe fiduciary obligations to Corel, which includes an obligation to
act in good faith and in the best interests of Corel.
	 
	 	6.	 	Speakwell
	 
	 	 	 	You covenant and agree to speak positively of Corel and its employees, directors or
affiliates at all times. Corel covenants and agrees to speak positively of you at all
times. Should either you or Corel have occasion to comment on your departure or time at
Corel, both parties will do so in a manner that reflects the high level of mutual
respect and the amicable nature of this agreement.




You agree to keep this Agreement and its terms confidential and not to discuss it with others.




Sincerely,




/s/ KRIS HAGERMAN




Kris Hagerman

Interim Chief Executive Officer



I have read, understand and agree to the terms set out in the Agreement. I have been advised to
seek independent legal advice in connection with this agreement and have sought or waive such
advice.




	 	 	 	 	 
	 

	 	 	 	 
	Date July 3 2008

	 	/s/ DAVID C. DOBSON	 	 
	 

	 	 	 	 
	 

	 	David C. Dobson	 	 






 









 






SCHEDULE A




FULL AND FINAL RELEASE



I, DAVID C. DOBSON, on my own behalf and that of my heirs, executors and assigns, in consideration
of the terms and conditions set out in my Agreement with Corel Corporation (“ COREL “) dated July
3, 2008 (the “Transition Agreement”), payments made to me pursuant to those terms and conditions
and other good and valuable consideration, the sufficiency of which is hereby acknowledged, do
hereby release and forever discharge Corel, its subsidiaries, parents, predecessors, successors,
related companies, affiliates, divisions and their present and former directors, officers,
representatives, shareholders, owners, employees, administrators, agents and lawyers (collectively,
the ” RELEASEES “) jointly and severally, from any and all actions, causes of action, covenants,
contracts, claims, demands, complaints, proceedings, grievances, damages, costs or loss of any
nature or kind, past, present or future arising out of or in any way relating to or connected with
my hiring, my employment with Corel or the termination of my employment, stock options or other
share based incentive plans and benefit plans.



I do hereby declare and acknowledge that the consideration set out above satisfies all obligations
of the Releasees, arising from or out of my hiring, my employment with Corel or the termination of
my employment, stock options or other share based incentive plans and benefit plans including,
without limitation any obligations under Employment Standards, Human Rights and Workplace Safety
and Insurance legislation, or any similar legislation in any other jurisdiction. I covenant and
undertake that I will not file or advance any claims or complaints under the Employment Standards
legislation including claims in respect of pay in lieu of notice and severance pay, Human Rights
legislation and Work place Safety and Insurance legislation or any similar legislation in any other
jurisdiction, arising out of my hiring, my employment with Corel or the termination of my
employment, stock options or other share based incentive plans and benefit plans.



And for the said consideration, I further agree not to make any claim or take any other proceedings
against any person, entity, corporation, partnership or Crown in which any claim could or does
arise with respect to any matters which may have arisen between the parties to this release up to
the present time, concerning and relating to any action I may have as against any other party as a
result or my hiring, my employment with Corel or termination of my employment, stock options or
other share based incentive plans and benefit plans.



Notwithstanding the foregoing, I do not release my rights and entitlements to enforce my rights
under the Transition Agreement or any right or entitlement I may have to indemnity or to enforce
any indemnity as a director or officer of Corel or its affiliates or to benefits under any policy
of directors and officers insurance.




 









 







And for said consideration I further agree to save harmless and indemnify the Releasees from and
against any and all claims, charges, taxes, penalties or demands made by the Canada Revenue Agency,
its predecessors or successors, or any similar governmental authority in any other jurisdiction,
requiring any of the Releasees to pay any amounts under the Income Tax Act (Canada) and other duly
recognized federal, provincial and local taxing authorities in respect of income tax payable by me
in excess of the income tax previous withheld, and from and against any and all claims, charges,
taxes or penalties and demands made on behalf of or related to Employment Insurance or Canada
Pension Plan under the applicable statutes and regulations, or any other similar legislation in any
other jurisdiction, with respect to any amounts which may, in the future, be found to be payable by
any of the Releasees with respect to the payment of the consideration referred to above.



It is understood and agreed that the giving of the consideration set out above is deemed to be no
admission of liability whatsoever on the part of the Releasees and, in fact, any liability is
expressly denied.



I will not say, publish or do any act or thing that disparages or casts the Releasees in any
unfavorable light, or which could result in injury to their reputation. Except to the extent
required by applicable law, I will make no public statements or announcements regarding my past
employment with Corel or any of the matters set forth herein without first consulting with Corel
and obtaining its prior written approval as to the timing and content of the proposed statements or
announcements. Notwithstanding the foregoing, I understand that I may disclose particulars of my
past employment with Corel and my termination therefrom in a bona fide job search or application
for government employment insurance benefits.



And I hereby declare that I have read and fully understand this release. I have had the opportunity
to seek independent legal advice. I understand that this release contains a full and final release
of any claims, which I have or may have relating to my hiring, my employment with Corel and my
resignation of employment, stock option or other share based incentive plans and benefit plans. I
voluntarily accept the said consideration for the purpose of making full and final compromise,
adjustment and settlement of all claims as set out above.



IN WITNESS WHEREOF, I, DAVID C. DOBSON set my hand and seal hereto
 this 3  day of  July, 2008.




SIGNED, SEALED AND DELIVERED

In the presence of




	 	 	 	 	 
	 

	 	 	 	 
	 

	 	/s/ DAVID C. DOBSON	 	 
	 

	 	 	 	 
	Witness Signature

	 	DAVID C. DOBSON	 	 
	 
	 	 	 	 
	 

Witness Name