Agreement and Plan of Merger By and Among COGNOS INCORPORATED, dimension Acquisition Corp. and applix, inc. Dated as of September 4, 2007Agreement and Plan of Merger • September 14th, 2007 • Cognos Inc • Services-prepackaged software • Massachusetts
This Agreement and Plan of Merger, dated as of September 4, 2007 (this “Agreement”), is by and among CognOs Incorporated, a Canadian corporation (“Parent”), DIMENSION Acquisition Corp., a Massachusetts corporation and an indirect wholly-owned Subsidiary of Parent (“Merger Sub”), and APPLIX, INC., a Massachusetts corporation (the “Company”). Capitalized terms used in this Agreement have the meanings set forth in Annex A.
COGNOS EMPLOYMENT AGREEMENTCognos • October 29th, 2004 • Cognos Inc • Services-prepackaged software • Ontario
This Agreement effective the 25th day of October, 2004 (“Effective Date”) between Cognos (“Cognos”) and Robert G. Ashe of the City of Ottawa (the “Executive”) in the City of Ottawa.
COGNOS CORPORATION EMPLOYMENT AGREEMENT (Dave Laverty)Cognos Corporation Employment Agreement • November 17th, 2005 • Cognos Inc • Services-prepackaged software • Massachusetts
This Agreement effective the 31st day of October, 2005 (“Effective Date”), between Cognos Incorporated (“Cognos” or the “Company”) and Dave Laverty (“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 Effective Date.
Exhibit 10.9 COGNOS INCORPORATED ------------------- STOCK OPTION AGREEMENT ---------------------- THIS AGREEMENT is made as of the day of , 199 , by and between:Cognos Incorporated • May 26th, 2000 • Cognos Inc
TENDER AND VOTING AGREEMENTTender and Voting Agreement • September 14th, 2007 • Cognos Inc • Services-prepackaged software • Massachusetts
THIS TENDER AND VOTING AGREEMENT (this “Agreement”) is made and entered into as of September 4, 2007 by and between Cognos Incorporated, a Canadian corporation (“Parent”), and the undersigned stockholder (the “Stockholder”) of Applix, Inc., a Massachusetts corporation (the “Company”).
Underwriting AgreementUnderwriting Agreement • June 20th, 2002 • Cognos Inc • Services-prepackaged software • New York
Certain shareholders named in Schedule II hereto (the “Selling Shareholders”) of Cognos Incorporated, a corporation incorporated under the laws of Canada (the “Company”), propose, subject to the terms and conditions stated herein, to sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of . . . . . . . common shares (the “Firm Shares”) and, at the election of the Underwriters, up to . . . . . . . additional common shares (the “Optional Shares”) of the Company (the Firm Shares and the Optional Shares which the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares”).
COGNOS INCORPORATED AMENDMENT TO EMPLOYMENT AGREEMENT (Peter Griffiths)Employment Agreement • April 27th, 2007 • Cognos Inc • Services-prepackaged software • England
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.
ContractAgreement • October 8th, 2004 • Cognos Inc • Services-prepackaged software
Attention! There may be tax consequences associated with the acceptance or exercising of options granted under this agreement. Tax laws vary by jurisdiction. You should consult with your tax professional before accepting or exercising these options.
AGREEMENT REGARDING UNDERWRITTEN OFFERING OF COMMON SHARES June , 2002Agreement Regarding • June 20th, 2002 • Cognos Inc • Services-prepackaged software • Delaware
The shareholders listed on the attached Schedule A (the “Vendors”) have advised Cognos Incorporated, a Canadian corporation (the “Company”), that the Vendors desire to sell not less than 4,500,000 common shares and, if requested by the Lead Underwriter (as defined), up to 5,175,000 common shares in the aggregate (the “Common Shares”) of the Company, and the Company desires to facilitate such sale through an underwritten public offering and effectuate a registration statement under the United States Securities Act of 1933, as amended. In consideration of the foregoing and the representations, warranties and covenants hereinafter contained, the parties hereby agree as follows:
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER BY AND AMONG COGNOS INCORPORATED, DIMENSION ACQUISTITION CORP. AND APPLIX, INC. DATED AS OF OCTOBER 17, 2007Agreement and Plan of Merger • October 18th, 2007 • Cognos Inc • Services-prepackaged software • Massachusetts
This AMENDMENT NO. 1 (this “Amendment”) dated as of October 17, 2007 by and among Cognos Incorporated, a Canadian corporation (“Parent”), Dimension Acquisition Corp., a Massachusetts corporation and an indirect, wholly-owned subsidiary of Parent (“Merger Sub”), and Applix, Inc., a Massachusetts corporation (the “Company”), amends certain provisions of the Agreement and Plan of Merger, dated as of September 4, 2007, by and among Parent, Merger Sub and the Company (the “Merger Agreement”). Any capitalized term that is used but not otherwise defined in this Amendment shall have the meaning given to that term in the Merger Agreement.
COGNOS INCORPORATED as Canadian Borrower and COGNOS CORPORATION as US Borrower and THE INSTITUTIONS NAMED HEREIN AS CANADIAN LENDERS and THE INSTITUTIONS NAMED HEREIN AS US LENDERS and TD SECURITIES BANK OF AMERICA, NATIONAL ASSOCIATION as Co-Lead...Credit Agreement • October 1st, 2007 • Cognos Inc • Services-prepackaged software • Ontario
The Borrowers have requested the Lenders to make a USD200,000,000 five-year committed revolving term credit facility available to them and the Lenders have agreed to do so for the purposes and on the terms and conditions set out in this Agreement.
COGNOS INCORPORATED EMPLOYMENT AGREEMENT (Neal Hill)Cognos Incorporated Employment Agreement • November 17th, 2005 • Cognos Inc • Services-prepackaged software • Ontario
This Agreement effective the 31st day of October, 2005, (“Effective Date”) between Cognos Incorporated (“Cognos”) and Neal Hill of the City of Ottawa in the Province of Ontario (“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 Effective Date.
COGNOS EMPLOYMENT AGREEMENTCognos Employment Agreement • May 15th, 2006 • Cognos Inc • Services-prepackaged software • Ontario
This Agreement between Cognos Incorporated (“Cognos”) and Leslie Rechan (the “Executive”) is dated May 9, 2006 and shall be effective on the date that the Executive commences service with Cognos at its Ottawa facilities (“Effective Date”).
COGNOS INCORPORATED AMENDMENT TO EMPLOYMENT AGREEMENT (Leslie Rechan)Cognos Incorporated • April 27th, 2007 • Cognos Inc • Services-prepackaged software • Ontario
This Agreement between Cognos Incorporated (“Cognos”) and Leslie Rechan (the “Executive”) is dated and effective April 27, 2007 (“Effective Date”).
COGNOS LIMITED EMPLOYMENT AGREEMENT (Peter Griffiths)Cognos Limited Employment Agreement • November 17th, 2005 • Cognos Inc • Services-prepackaged software • England
This Agreement made as of the 31st day of October, 2005, 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.
COGNOS CORPORATION EMPLOYMENT AGREEMENT (John Jussup)Cognos Corporation Employment Agreement • November 17th, 2005 • Cognos Inc • Services-prepackaged software
This Agreement effective the 31st day of October, 2005 (“Effective Date”), between Cognos Incorporated (“Cognos”) and John Jussup of the City of Ottawa in the Province of Ontario (“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 Effective Date .
Exhibit 10.20 RELEASE AGREEMENT This Release Agreement (the "Agreement") is hereby entered into by and between Cognos Corporation (the "Company") and Terry Hall ("Employee" or "you"), for good and sufficient consideration as more fully described...Release Agreement • May 29th, 2002 • Cognos Inc • Services-prepackaged software
ContractIndemnification Agreement • August 1st, 2006 • Cognos Inc • Services-prepackaged software • Ontario
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made as of this 1st day of December 2005, between COGNOS INCORPORATED (the “Corporation”) and ROBERT G. ASHE (the “Indemnified Party”).
Director Indemnification AgreementDirector Indemnification Agreement • August 1st, 2006 • Cognos Inc • Services-prepackaged software • Ontario
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made as of this 1st day of December 2005, between COGNOS INCORPORATED (the “Corporation”) and _______________ (the “Indemnified Party”).
ARRANGEMENT AGREEMENT among INTERNATIONAL BUSINESS MACHINES CORPORATION, 1361454 ALBERTA ULC and COGNOS INCORPORATED dated as of November 11, 2007Arrangement Agreement • November 13th, 2007 • Cognos Inc • Services-prepackaged software • Ontario
ARRANGEMENT AGREEMENT, dated as of November 11, 2007 (this “Agreement”), by and among INTERNATIONAL BUSINESS MACHINES CORPORATION, a New York corporation (“Parent”), 1361454 ALBERTA ULC, an unlimited liability corporation existing under the laws of the Province of Alberta and an indirect subsidiary of Parent (“Sub”), and COGNOS INCORPORATED, a Canada corporation (the “Company”).
COGNOS INCORPORATED COGNOS CORPORATION ARGON ACQUISITION CORP. ADAYTUM, INC. AGREEMENT AND PLAN OF REORGANIZATION Dated as of December 19, 2002Agreement and Plan of Reorganization • December 23rd, 2002 • Cognos Inc • Services-prepackaged software • Delaware
AGREEMENT AND PLAN OF REORGANIZATION, dated as of December 19, 2002 (this “Agreement”), by and among COGNOS INCORPORATED, a Canadian corporation (“Parent”); COGNOS CORPORATION, a Delaware corporation and a wholly-owned subsidiary of Parent (“US Sub”), ARGON ACQUISITION CORP., a Delaware corporation and a wholly-owned subsidiary of US Sub (“Merger Sub”); and ADAYTUM, INC., a Delaware corporation (“Adaytum”).
Officer Indemnification AgreementOfficer Indemnification Agreement • August 1st, 2006 • Cognos Inc • Services-prepackaged software • Ontario
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made as of this 1st day of December 2005, between COGNOS INCORPORATED (the “Corporation”) and _______________ (the “Indemnified Party”).
COGNOS INCORPORATED EMPLOYMENT AGREEMENT (Phillippe Duranton)Cognos Incorporated • April 27th, 2007 • Cognos Inc • Services-prepackaged software • Ontario
This Agreement effective the 16th day of April, 2007 (“Effective Date”) between Cognos Incorporated (“Cognos”) and Phillippe Duranton (“You”) and shall be effective on the date that the Executive commences service with Cognos at its Ottawa facility.
