Incentive Plan For Senior Vp, Internal Operations

EXHIBIT 10.3


[VIASOFT LOGO] FY98 INCENTIVE PLAN


EMPLOYEE Colin Reardon POSITION Senior Vice President, International Operations REGION International Operations EFFECTIVE DATE 1 July 1997 QUOTA $********** International Annual License Revenue (U.S. dollars)
$********** International Annual Service Revenue (U.S. dollars)


TERRITORY OR GEOGRAPHIC SCOPE


All territories that encompass VIASOFT International consolidated for commissions and quarterly bonus. Viasoft worldwide for Company annual bonus.


INCENTIVE COMPENSATION


1. COMMISSION RATES ON REVENUE


Commissions will be paid monthly by multiplying the commission factor by the monthly commissionable revenue as follows. Commission calculation will be in UK dollars.
Commission Factors
------------------
License Service
Up to 100% of the assigned license quota ****** ******
100% - 110% of the assigned license quota ****** ******
Above 110% of the assigned license quota ****** ******


The commissions will be paid on the basis of a fiscal-year running total and are not retroactive. To determine the actual commissions payable each month, the monthly commissionable revenue is multiplied by the appropriate percent based on fiscal year-to-date performance. License revenue must be at 100% or better of the target in order to increase the commission on service revenue.


2. QUARTERLY INTERNATIONAL PERFORMANCE BONUS
TARGET: (POUND STERLING)******


A quarterly bonus will be paid based on taking the International Operations profit attainment (after royalties) and applying it against the actual P&L statement profit figure to obtain the profit attainment percentage. This percentage will be multiplied against the target amount using the following formula:


If Profit Attainment Percentage is (less than) 75%, the bonus is zero.


If Profit Attainment Percentage is (greater than or equal to) 75% and
(less than) 90%, the bonus is the Profit Attainment Percentage
multiplied by (Target Bonus X 0.5).


"CONFIDENTIAL TREATMENT REQUESTED"


VIASOFT CONFIDENTIAL 2 FY98 Senior Vice President, International Operations Incentive Page 2 Plan for Colin Reardon


If Profit Attainment Percentage is (greater than or equal to) 90% and
(less than) 110%, the bonus is the Profit Attainment Percentage
multiplied by the Target Bonus.


If Profit Attainment Percentage is (greater than or equal to) 110%, the
bonus is the Profit Attainment Percentage multiplied by (Target Bonus X
1.25).


Missed quarterly bonuses cannot be recovered in future qu ...