Cognos Ex 10.32 71415










Exhibit 10.32 



COGNOS 


EMPLOYEE STOCK PURCHASE
PLAN 


TERMS AND CONDITIONS 


	 	
(Amendment
approved by Cognos Board of Directors on May 10, 2002 approved by its Shareholders on July
2, 2002, and approved by the TSX on September 4, 2002. Amendment approved by
Cognos Board of Directors on April 7, 2005 and approved by its Shareholders on June 23,
2005 and by the TSX, Amendment approved by Cognos Board of Directors on November 21,
2005.)






	1.	 	PURPOSE
	 	 	 
	 	 	
Participation
in the Cognos Employee Stock Purchase Plan (the “Plan”) is being extended to all
full-time and part-time permanent employees of the Cognos group of companies (the
“Corporation”). An employee can enroll in the Plan at any time between December
1, 1993 and November 30, 2008. The Plan is intended to provide a further incentive for
employees to promote the best interests of the Corporation and an additional opportunity
to participate in its economic progress. The stock subject to this Plan shall be shares of
the Corporation’s authorized but unissued common stock, no par value. The aggregate
number of shares which may be issued pursuant to the Plan is 3,000,000 (1,500,000
pre-split common shares). 
	 	 	 
	2.	 	PAYROLL DEDUCTION
	 	 	 
	 	 	
Under
the Plan each participating employee (the “Employee”) can elect to have the
Corporation deduct an amount per pay period not to exceed 5% of his/her annual target
salary divided by the number of pay periods per year provided such amount is greater than
$10.00 per month. Commencing on December 1, 1993, the Corporation shall accumulate in its
general fund on behalf of each Employee the deductions made in each of the
Corporation’s fiscal quarters (a “Purchase Period”). An Employee may elect
to change the amount deducted at any time to become effective at the beginning of the next
Purchase Period. 
	 	 	 
	3.	 	DATE OF ACQUISITION
	 	 	 
	 	 	
On
the first trading day after the end of each Purchase Period (the “Date of
Acquisition”) (i.e., March 1, 1994, June 1, 1994, September 1, 1994 and December 1,
1994 etc. through to November 30, 2008) each Employee’s cumulative deductions shall
be applied towards the purchase of common shares of Cognos Incorporated (the “Common
Shares”). 
	 	 	 
	4.	 	PRICE OF ACQUISITION
	 	 	 
	 	 	
The
purchase price per share shall be at a 10% discount from the lesser of the simple average
of the average of the high and low prices of the Common Shares on The Toronto Stock
Exchange (T.S.E.) on each of (a) the first trading day of the Purchase Period and the last
four trading days of the immediately preceding Purchase Period or (b) the last five trading days of the
Purchase Period. 






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	5.	 	RECORD OF ACQUISITION
	 	 	 
	 	 	
Within
one month after each Date of Acquisition, each Employee shall be furnished with a record
of the shares purchased, the purchase price per share, and the balance remaining in
his/her account along with the stock certificate covering the shares purchased. No partial
shares shall be issued. Amounts remaining in an Employee’s account which are
insufficient to purchase a whole share shall form the opening balance for the subsequent
Purchase Period. 
	 	 	 
	6.	 	TAX CONSEQUENCES
	 	 	 
	 	 	
Because
the Plan is available to employees of all of the Cognos group of companies worldwide, no
attempt has been made to determine the many special provisions which could be applicable
to a particular situation. Employees should consult their own tax advisors to determine
the specific tax consequences to them. 
	 	 	 
	7.	 	TRANSFERABILITY OF
SHARES
	 	 	 
	 	 	
The
Common Shares issued will be freely transferable on the T.S.E. and in the over-the-counter
market in the United States, subject to the requirement that any resales by
“affiliates” of the Corporation must be made pursuant to Rule 144 of the United
States Securities Act. 
	 	 	 
	8.	 	WITHDRAWAL AND
TERMINATION
	 	 	 
	 	 	
An
employee may withdraw from the Plan at any time by providing written notice to the
attention of: 
	 	 	 
	 	 	
                                                           The Corporate Secretary

                                                             Cognos Incorporated

                                                                P.O. Box 9707

                                                             3755 Riverside Drive

                                                               Ottawa, Ontario

                                                                   K1G 4K9
	 	 	 
	 	 	
Upon
withdrawal all deducted amounts which have not been applied to the purchase of shares
shall be returned to the Employee. No interest will be payable to any Employee in respect
of deductions made under the Plan. 
	 	 	 
	 	 	
Termination
of employment for whatever cause shall constitute withdrawal from the Plan. On termination
all outstanding deductions which have not been applied to the purchase of shares shall be
immediately returned to the Employee. 







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	9.	 	ADMINISTRATION
	 	 	 
	 	 	
Rights
under the Plan are not transferable by an Employee to any other person. All funds received
by the Corporation under the Plan shall be included in the general fund of the
Corporation. This Plan will be administered by the Corporate Secretary whose decisions
with regard thereto shall be final and conclusive. The Plan shall be governed by the laws
of the Province of Ontario. 
	 	 	 
	10.	 	ELECTION TO
PARTICIPATE
	 	 	 
	 	 	
In
order to participate in the Plan an employee must complete the attached Election to
Participate form by filling in the date deductions are to commence and the amount of money
per pay period which he/she desires to have withheld. The form must then be dated, signed
and returned to the Corporate Secretary. An Employee’s participation in the Plan will commence at
 the beginning of the next Purchase Period.
	 	 	 
	 	 	
If
you have any questions, please contact the Coordinator Shareholder Relations at the
Ottawa-Riverside office (738-1338 ext. 3392). 
	 	 	 
	11.	 	RESTRICTION ON
PURCHASES
	 	 	 
	 	 	
No
employee of the Corporation may purchase Common Shares under the Plan that, together with
all of the Corporation’s previously established or proposed share compensation
arrangements, could result, at any time, in:

(a)    the number of Common Shares purchased or
reserved for issuance to such persons exceeding ten per cent (10%) of the number of Common
Shares outstanding on a non-diluted basis at such time (“outstanding issue”);

(b)    the purchase or issue to such persons, within a one-year period, of more than ten per
cent (10%) of the outstanding issue of Common Shares; or

(c)    the purchase or issue to any
one of such persons, within a one-year period, of more than five per cent of the
outstanding issue of Common Shares.

The
foregoing limits will be adjusted to reflect any adjustments in the capital of the
Corporation. 







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ELECTION TO PARTICIPATE 


	TO:  	   	COGNOS
 INCORPORATED and its subsidiaries and affiliates (the “Corporation”) 







I, the undersigned, acknowledge having
received and read the Cognos Employee Stock Purchase Plan (the “Plan”) and agree
to the terms contained therein. I hereby authorize the Corporation in accordance with the
terms of the Plan commencing on the first pay period of the next fiscal quarter of the
Corporation, to withhold by way of payroll deduction the following amount:
      
            
            
       per pay period. 


(NOTE:  The amount indicated
may not exceed 5% of your target salary divided by the number of pay periods per year).


Unless given notice of any withdrawal
from the Plan, I further authorize and direct the Corporation on my behalf to apply the
proceeds from such deductions towards purchase of Common Shares of Cognos Incorporated on
the first trading day after the end of each Purchase Period. 


I recognize and agree that purchase of
such shares is conditional upon my being a full-time employee of the Corporation at the
time of purchase. I acknowledge and agree that termination of employment for whatever
cause shall render my participation in the Plan null and void and all deductions made on
my behalf since the end of the fiscal quarter which preceded my termination shall be
returned to me in full. 



	 	 	Signature:	 	_________________________________ 	 
		 
		 
	 	 	Name:	 	_________________________________	 
	 	 	(Please Print)	 		 
		 
	 	 	Date:	 	_________________________________	 
		 
	 	 	Home Address:	 	_________________________________	 
		 
	 	 		 	_________________________________	 




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