Exhibit 10.18
COGNOS
EMPLOYEE STOCK PURCHASE PLAN
TERMS AND CONDITIONS
(as amended by the Cognos Board of Directors on May 10, 2002)
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, 2005. 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.
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, 2005) 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 five
trading days of the Purchase Period or (b) the last five trading days of
the Purchase Period.
5.RECORD OF ACQUISITION
Within one months 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
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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.
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.
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 the 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 , 200 to withhold by way of payroll
deduction: 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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