SVP Product Employment Agreement - Peter Griffiths

Exhibit 10.39

COGNOS INCORPORATED

AMENDMENT TO EMPLOYMENT AGREEMENT (Peter Griffiths)

This Agreement made as of the 27th day of April 2007, between Cognos Limited (" Cognos" ) and Peter Griffiths (" You" ) is entered into (a) in recognition of the key role you play as a senior member of the executive at Cognos and (b) to restate and amend the terms and conditions of your employment with Cognos as of the date first written above.

The parties agree as follows:

Duties:

Cognos will employ you as Senior Vice President, Products (for the Cognos Group of companies) located at its offices at Westerly Point, Market Street, Bracknell, Berkshire and you accept that employment under the terms set out in this Agreement. Your duties encompass your current responsibilities for the development of Cognos product suite at Cognos Research and Development offices located in Ottawa and other locations in the United States and the United Kingdom. In the course of those duties and subject to your rights under Section 11 of this Agreement, you may be appointed to positions with any one of the associated companies of Cognos and You may be assigned different reporting relationships, additional or other duties as may be reasonably required by Cognos. You will remain a senior executive of Cognos Incorporated and will at all times continue to report to and take direction as reasonably required by the President or Chief Executive Officer of Cognos Incorporated.

You will devote your full time and attention to the business and affairs of Cognos and its associated companies and will not, without consent in writing of Cognos (which shall not be unreasonably withheld), undertake any other business or occupation or become a director, officer, partner, employee or agent of any other company, firm or individual. You may, without the necessity of obtaining any consent, undertake activities of a charitable or community nature and serve in any part-time or temporary post with any charitable organization or professional association, as long as those activities, in the sole discretion of Cognos, do not impair your ability to fulfil your obligations in this Agreement. You will well and faithfully serve Cognos and its associated companies and use your best efforts to promote their interests. Term: This Agreement supersedes, amends and restates all prior agreements relating to your employment with Cognos, or any of its subsidiaries or affiliated companies. Despite the foregoing, your service with Cognos, or any of its subsidiaries or affiliated companies is preserved and shall be deemed to have commenced on June 1, 1993. Relocation: Cognos carries on its operations worldwide and during the course of your employment the location of your employment (with your consent) and reporting arrangements may be changed by Cognos. Your relocation expenses may be reimbursed in accordance with the prevailing Cognos policy.

Hours of Work: Your days and hours of work will be Monday to Friday at 7.5 hours per day. Starting time will be between 8.30 am and 9.00 am with the finishing time between 5.00 pm and 5.30 pm with one hour for lunch. These days and hours are subject to change by Cognos to meet its needs. You acknowledge that your duties may require extra or irregular hours to fulfil company requirements. There is no compensation for overtime except when authorised in accordance with prevailing Cognos policy.


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Compensation & Performance Appraisal:

5.1 Your compensation will be your current salary as of the Effective Date (" Base Salary" ) and will subsequently be reviewed annually in accordance with prevailing Cognos policy. You will continue to receive your current cost-of-living factor (" COLA" ) of 1.4 applied to your Base Salary. The COLA will be reviewed not less than annually and adjustments made to reflect cost-of-living in the area of your residence. Your salary will be deemed to accrue from day to day and will be payable in the same manner as your peers at the location at which you are employed. Your compensation for Cognos Fiscal Year 2006 and for any subsequent years will be established by either the President or Chief Executive Officer of Cognos Incorporated prior to the commencement of each such fiscal year.

5.2 You have no contractual entitlement to any increased or additional compensation (including overtime) except in strict compliance with your compensation plan; you have no right to the continuation or renewal of any particular plan. You will be paid net of any statutory or authorised deductions.

Travel & Expenses: Your duties may require you to travel away from home and incur expenses in connection with that travel or other duties under this Agreement. Cognos will reimburse you for all reasonable expenses incurred for travel, accommodation and other incidental costs in accordance with its prevailing travel and expenses policies.

Benefits and Other Administrative/Compensation Arrangements:

Cognos will place you and your family on its benefit plans and make arrangements to pay or effect the other benefits, emoluments, facilities and services agreed to be provided to you by Cognos in this Agreement.

You were entitled to annual vacation at rate of twenty-six (26) working days for the Cognos holiday year ending on December 31, 2004 which was prorated for the period from the June 1, 2004 to December 31, 2004. Your annual holiday entitlement thereafter will rise and will be taken in accordance with the prevailing Cognos policy.

As an employee of Cognos, you will continue to be eligible to participate in prevailing (a) Cognos Employee Stock Option Plan, and (b) any pension arrangement scheme available to Cognos employees.

You will be entitled to a Level A+ leased automobile (or car allowance if you so wish) in accordance with the prevailing Cognos Car Policy.

As a senior Cognos executive, you are entitled to full reimbursement for tax preparation assistance as well as advice relating to your relocation and employment situation. This service will be provided to you by the Reading offices of Deloitte.

The following general administrative and compensation arrangements will apply during the term of your employment:

(a)

You will be provided with office administration support and facilities commensurate with your executive status; (b)

Any amounts subject to reimbursement must be supported by valid proof of expense;


164 (c)

You will be responsible for any taxes imposed upon or in respect of the compensation paid or the benefits and emoluments conferred on you under the terms of this Agreement; and

(d)

Any other matters relating to your employment relationship with Cognos will be subject to this Agreement. Policies: In addition to the provisions of this Agreement, you will use your best endeavours to adhere to all policies of general applicability to Cognos employees. Cognos may amend or revoke the provisions of these policies as may be necessary. You will be given reasonable notice of any policy amendment. Cognos has a policy, which deals with disciplinary, and grievance procedures, copies of which will be given to you on commencement of employment.

Confidential Information and Inventions: For the purposes of this Section 9, Cognos includes Cognos Incorporated and its subsidiaries. During the course of your duties, you will acquire information about certain matters that are confidential to Cognos (including, for the purpose of this Clause, any associated companies), including but not limited to: (a) product design and development information, (b) names, addresses, buying habits and preferences of current customers of Cognos as well as prospective customers, (c) pricing and sales policies, techniques and concepts, and (d) trade secrets and confidential information concerning the business operations or affairs of Cognos, all of which information is "Confidential Information" for the purposes of this Agreement. Confidential Information does not include: (e) information generally available to or known to the public; (f) information previously known to you; (g) information independently developed by you outside the scope of this Agreement; or (h) information lawfully disclosed to you by a third party. Confidential information belongs to Cognos. You acknowledge that Confidential Information, if disclosed, could be used to the detriment of Cognos. Accordingly, you will not disclose any Confidential Information to any third party either: (a) during the term of your employment with Cognos (whether under this Agreement or any predecessor or successor to it), except as may be necessary for you to properly discharge your duties under this A ...