COREL CORP
EXHIBIT4
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<TYPE>EX-10.2
<SEQUENCE>7
<FILENAME>exhibit4.htm
<DESCRIPTION>EXHIBIT4
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<title>exhibit4</title>
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<P ALIGN="CENTER"><FONT SIZE="-1"><EM></EM></FONT>EMPLOYMENT AGREEMENT</P>

<BR WP="BR1"><BR WP="BR2">
<P ALIGN="CENTER">BETWEEN</P>

<P><STRONG></STRONG></P>

<P ALIGN="CENTER"><STRONG>[EVP Name]</STRONG></P>

<P ALIGN="CENTER"><STRONG></STRONG></P>

<P ALIGN="CENTER">AND</P>

<BR WP="BR1"><BR WP="BR2">
<P ALIGN="CENTER"><STRONG>COREL CORPORATION</STRONG></P>

<P ALIGN="CENTER"><STRONG></STRONG></P>

<P ALIGN="CENTER">MADE AS OF [Month, day] 2002<STRONG></STRONG></P>

<P><STRONG></STRONG></P>

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<P>  </P>

<P ALIGN="CENTER"><STRONG>EMPLOYMENT AGREEMENT</STRONG></P>

<P ALIGN="CENTER"><STRONG></STRONG>THIS AGREEMENT made as of [Month, day] 2002;</P>

<P>B E T W E E N:                            </P>

<P ALIGN="CENTER">COREL CORPORATION <BR>
                                                                                                   <P ALIGN="CENTER">(the "Corporation")</P>


<P ALIGN="RIGHT">OF THE FIRST PART,</P>

<P ALIGN="CENTER">- and -</P>

<P ALIGN="CENTER">[EVP Name] <BR>
<P ALIGN="CENTER">(the "Executive")</P>

<P ALIGN="RIGHT">OF THE SECOND PART.</P>

<BR WP="BR1"><BR WP="BR2">
<P>WHEREAS the Executive has been employed with the Corporation since [month, day,
year]  in a variety of capacities, having been appointed as [Job Title] on [hire date of month, day,
year]; </P>

<P>AND Whereas the Executive and the Corporation wish to formalize the terms and
conditions of the Executive's employment as Current Title with the Corporation;</P>

<P>THIS AGREEMENT WITNESSES that in consideration of the covenants and
agreements contained in this Agreement, the parties agree as follows:</P>

<P><STRONG><U><FONT FACE="Times New Roman">ARTICLE 1 - </U></STRONG></FONT><STRONG><U><A
NAME="_Toc520602237">DEFINITIONS</A></U></STRONG></P>

<P><STRONG><U></U></STRONG><U></U>1.1<STRONG><U>  <A NAME="_Toc520602239">Change of Control</A></U></STRONG></P>

<P>  <STRONG>"Change of Control"</STRONG> means the occurrence of any of the following events:</P>

<P>                 (a)  the Corporation is merged, or consolidated or reorganized into or with another
corporation or other legal person in any transaction or series of related
transactions (other than a transaction to which only the Corporation and one or
more of its subsidiaries are parties) and as a result of such merger, consolidation
or reorganization, less than 51% of the combined voting power of the outstanding
voting securities of the surviving entity or person immediately after such
transaction or series of related transactions, are held in the aggregate by persons or
entities who were holders of voting securities of the Corporation immediately
prior to such transaction;</P>

<P>                 (b)  the Corporation sells all or substantially all of its assets to any other
corporation or other legal person in any sale or series of related sales (other than a
transaction to which only the Corporation and one or more of its subsidiaries are
parties);</P>

<P>                 (c) the Corporation's Board of Directors approves the distribution to the
Corporation's shareholders of all or substantially all of the Corporation's net
assets, or the Corporation's Board of Directors, shareholders or a court of
competent jurisdiction approves the dissolution or liquidation of the Corporation;
or</P>

<P>                 (d) any other transactions or series of related transactions occur which have
substantially the same effect as the transactions specified in any of the preceding
clauses (other than transactions to which only the Corporation and one or more of
its subsidiaries are parties).</P>

<BR WP="BR1"><BR WP="BR2">
<P><STRONG><U></U></STRONG><U></U>1.2   <STRONG><U><A NAME="_Toc520602240">Confidential Information</A></U></STRONG></P>

<P><STRONG>"Confidential Information"</STRONG> means confidential information of the Corporation,
including trade secrets, customer lists and other confidential information concerning the business
and affairs of the Corporation.</P>

<P><STRONG><U></U></STRONG><U></U>1.3   <STRONG><U><A NAME="_Toc520602242">Date of Termination</A></U></STRONG></P>

<P><STRONG>"Date of Termination"</STRONG> means the date on which a proper Notice of Termination
is given to or by the Executive.</P>

<P><STRONG><U></U></STRONG><U></U>1.4   <STRONG><U><A NAME="_Toc520602243">Good Reason</A></U></STRONG></P>

<P><STRONG>"Good Reason"</STRONG> means:</P>

<P>(a)    the Corporation and its subsidiaries, taken as a whole, cease to operate as a
going concern;</P>

<P>(b)    any action by the Corporation without the Executive's consent that
constitutes constructive termination of the Executive's employment with
the Corporation, including (i) any material reduction in the Executive's
titles, reporting relationships, powers, authority, duties or responsibilities;
(ii) any reduction in the Executive's base salary; or (iii) any material
reduction in the value of the Executive's employee group insurance or
health benefit plans and programmes;</P>

<P>(c)    the Corporation fails to pay, when due, any amount payable by it to the
Executive pursuant to this Agreement;</P>

<P>(d)    any term of the Executive's employment with the Corporation is changed
without the Executive's consent in any proceedings under any bankruptcy,
reorganization, arrangement, dissolution, winding-up or liquidation statute
or law of any jurisdiction, including the Companies' Creditors
Arrangement Act (Canada).</P>

<P>  <FONT FACE="Times New Roman"></FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><STRONG><U></U></STRONG><U></U>1.5   <STRONG><U><A NAME="_Toc520602246">Permanent Disability</A></U></STRONG></P>

<P><STRONG>"Permanent Disability"</STRONG> means the Executive's absence from his duties with the
Corporation on a full time basis for more than six (6) consecutive months as a result of the
Executive's incapacity due to physical or mental illness.</P>

<P><STRONG><U></U></STRONG><U></U>1.6   <STRONG><U><A NAME="_Toc495120639">Severance Period</A></U></STRONG></P>

<P><STRONG>"Severance Period"</STRONG> means a period of 12 months from the Date of Termination.</P>

<P><STRONG><U></U></STRONG><U></U>1.7   <STRONG><U><A NAME="_Toc520602248">Subsidiary</A></U></STRONG></P>

<P><STRONG>"Subsidiary"</STRONG> has the meaning ascribed to it in the <EM>Business Corporations Act</EM>.</P>

<P><STRONG><U><FONT FACE="Times New Roman">ARTICLE 2 - </U></STRONG></FONT><STRONG><U><A
NAME="_Toc520602249">EMPLOYMENT</A></U></STRONG></P>

<P><STRONG><U></U></STRONG><U></U>2.1   <STRONG><U><A NAME="_Toc520602250">Employment</A></U></STRONG></P>

<P>Subject to the terms and conditions of this Agreement, the Corporation will
employ the Executive in the office of [Current Job Title] reporting to the Chief Executive
Officer.  Without limiting the Executive's right to terminate this Agreement for Good Reason,
the Corporation shall have the unilateral right to change the Executive's offices, titles, reporting
relationships, powers, authority, duties or responsibilities.</P>

<P><STRONG><U></U></STRONG><U></U>2.2   <STRONG><U><A NAME="_Toc520602251">Review</A></U></STRONG></P>

<P>The Executive and Corporation agree that they will review the terms and
conditions of the Executive's employment every three (3) years and recommend changes, if any,
to this Agreement, subject to Section 7.9.</P>

<P><STRONG><U></U></STRONG><U></U>2.3   <STRONG><U><A NAME="_Toc520602253">Place of Employment</A></U></STRONG></P>

<P>The Executive will perform his work and services for the Corporation primarily at
its office in [City].  The Executive acknowledges that the Board of Directors has the discretion to
change the location of the head office of the Corporation, in which case the Executive will be
required to relocate.  In the event that the Executive agrees to relocate, expenses incurred by the
Executive and his family will be reimbursed in accordance with the Corporation's relocation
policy in effect at that time .  The Executive acknowledges that the performance of Executive's
duties and functions will necessitate frequent travel to other places.</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P><STRONG><U><FONT FACE="Times New Roman">ARTICLE 3 - </U></STRONG></FONT><STRONG><U><A NAME="_Toc520602254">REMUNERATION AND
BENEFITS</A></U></STRONG></P>

<P><STRONG><U></U></STRONG><U></U>3.1   <STRONG><U><A NAME="_Toc520602255">Base Salary</A></U></STRONG></P>

<P>The Corporation will pay the Executive an annual base salary of [ $X dollars].
The Executive's base salary will be reviewed annually following completion of the Corporation's
financial year ending November 30 at the time of the review of compensation for the other
members of the Executive Management Team or other senior management employees of the
Corporation.</P>

<P><STRONG><U></U></STRONG><U></U>3.2   <STRONG><U><A NAME="_Toc520602256"></A><A NAME="_Ref520604074"></A><A
NAME="_Ref520606611">Benefits</A></U></STRONG></P>

<P>The Executive will be entitled to participate in all health, disability, death, pension
and other employee benefit plans and programmes of the Corporation in effect from time to time
in accordance with their terms. </P>

<P><STRONG><U></U></STRONG><U></U>3.3   <STRONG><U><A NAME="_Toc520602257">Incentive Plans</A></U></STRONG></P>

<P>The Corporation may pay the Executive an annual bonus if the Corporation
achieves certain revenue, pre-tax operating income and/or development or other targets to be
established each year in advance by the Chief Executive Officer and the Board of Directors.  If
one hundred percent (100%) of the Corporate objectives and personal objectives set for a given
year are attained, the Executive shall be entitled to one hundred percent (100%) of the agreed
upon bonus.  The amount of bonus, if any, to which the Executive will be entitled for attaining a
lesser percentage of objectives will be determined by the Chief Executive Officer and the Board
of Directors.</P>

<P><STRONG><U></U></STRONG><U></U>3.4   <STRONG><U><A NAME="_Toc520602258"></A><A NAME="_Ref520603804"></A><A
NAME="_Ref520606561">Stock Option Plans</A></U></STRONG></P>

<P>The Executive will be eligible for a grant of options, at the discretion of the Board
of Directors, in accordance with the policy and practice in place for other senior executives of the
Corporation and in accordance with the terms and conditions of such grant and the stock option
plan in place for senior executives of the Corporation.</P>

<P><STRONG><U></U></STRONG><U></U>3.5   <STRONG><U><A NAME="_Toc520602259">Vacation</A></U></STRONG></P>

<P>The Executive will be entitled to paid vacation each year in accordance with the
policy and practice in place for other senior executives of the Corporation.  The Executive will
take vacation at a time or times reasonable for each of the Corporation and the Executive in the
circumstances. </P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P><STRONG><U></U></STRONG><U></U>3.6   <STRONG><U><A NAME="_Toc520602260"></A><A NAME="_Ref520695717"></A><A
NAME="_Ref520695899">Expenses</A></U></STRONG></P>

<P>The Corporation will reimburse the Executive for all reasonable out-of-pocket
expenses properly incurred by Executive in the course of employment with the Corporation.  The
Executive will provide the Corporation with appropriate statements and receipts verifying such
expenses.</P>

<P><STRONG><U></U></STRONG></P>

<P><STRONG><U></U></STRONG><U></U>3.7   <STRONG><U><A NAME="_Toc520602262">Parking</A></U></STRONG></P>

<P>The Corporation will provide a parking space for the Executive at his or her
primary place of business.</P>

<P><STRONG><U></U></STRONG><U></U>3.8   <STRONG><U><A NAME="_Toc520602263">Supplementary Pension Benefit</A></U></STRONG></P>

<P>The Executive will be eligible for enrolment in the pension plan, if any, available
to other senior executives of the Corporation and on the same terms and conditions applicable to
other senior executives of the Corporation, subject to the condition that the Executive's
compensation, as set out in Section 3.1, was determined on the assumption that any pension
contributions made on behalf of the Executive will not result in contribution in excess of current
RRSP contribution limits.  The Executive acknowledges that the Corporation is currently
reviewing the feasibility of a corporate pension plan and no decision has been made, as of this
date, on the availability of a plan for company employees and executives. </P>

<P><STRONG><U></U></STRONG></P>

<P><STRONG><U><FONT FACE="Times New Roman">ARTICLE 4 - </U></STRONG></FONT><STRONG><U> <A NAME="_Toc520602265">EXECUTIVE'S
COVENANTS</A></U></STRONG></P>

<P><STRONG><U></U></STRONG><U></U>4.1   <STRONG><U><A NAME="_Toc520602266">Full Time Service</A></U></STRONG></P>

<P>The Executive will devote all of Executive's working time, attention and effort to
the business and affairs of the Corporation and its subsidiaries and will well and faithfully serve
the Corporation and its subsidiaries and will use best efforts to promote the interests of the
Corporation and its subsidiaries.</P>

<P><STRONG><U></U></STRONG><U></U>4.2   <STRONG><U><A NAME="_Toc520602267">Duties and Responsibilities</A></U></STRONG></P>

<P>The Executive will duly and diligently perform all the duties assigned to
Executive and commensurate with Executive's position while in the employ of the Corporation,
and will truly and faithfully account for and deliver to the Corporation all money, securities and
things of value belonging to the Corporation which the Executive may from time to time receive
for, from or on account of the Corporation.</P>

<BR WP="BR1"><BR WP="BR2">
<P><STRONG><U></U></STRONG><U></U>4.3   <STRONG><U><A NAME="_Toc520602268">Rules and Regulations</A></U></STRONG></P>

<P>The Executive will be bound by and will faithfully observe and abide by all the
rules and regulations of the Corporation from time to time in force which are brought to
Executive's notice or of which Executive should reasonably be aware.</P>

<P><STRONG><U></U></STRONG><U></U>4.4   <STRONG><U><A NAME="_Toc520602269"></A><A NAME="_Ref520606199"></A><A
NAME="_Ref520606214"></A><A NAME="_Ref520606349"></A><A NAME="_Ref520695991">Confidential Information</A></U></STRONG></P>

<P>(a)    <A NAME="_Ref520606200">The Executive acknowledges that, by reason of his employment with the
Corporation, Executive</A> will have access to Confidential Information.  The
Executive agrees that, during and after Executive's employment with the
Corporation, Executive will not disclose to any person, except in the
proper course of Executive's employment with the Corporation, or use for
Executive's own purposes or for any purposes other than those of the
Corporation, any Confidential Information acquired by Executive.</P>

<P>(b)    Any breach of Section 4.4(a) by the Executive will result in material and
irreparable harm to the Corporation although it may be difficult for the
Corporation to establish the monetary value flowing from such harm.  The
Executive therefore agrees that the Corporation, in addition to being
entitled to the monetary damages which flow from the breach, will be
entitled to injunctive relief in a court of appropriate jurisdiction in the
event of any breach by the Executive of Section 4.4(a). In addition, the
Corporation will be relieved of any further obligation to make any
payments to the Executive or provide Executive with any benefits as
outlined in Section 5.3 and Executive shall be obligated to repay such
amounts already received under said section, except those in Sections
5.3(a)(i) and 5.3(a)(ii), in the event of a breach by the Executive of Section
4.4(a).</P>

<P><STRONG><U><FONT FACE="Times New Roman">ARTICLE 5 - </U></STRONG></FONT><STRONG><U><A
NAME="_Toc520602270">TERMINATION</A></U></STRONG></P>

<P><STRONG><U></U></STRONG><U></U>5.1   <STRONG><U><A NAME="_Toc520602271"></A><A NAME="_Ref520603781"></A><A
NAME="_Ref520604053"></A><A NAME="_Ref520606045"></A><A NAME="_Ref520606460">Termination by the Corporation</A></U></STRONG></P>

<P>The Corporation may terminate the Executive's employment with the Corporation
at any time by giving a Notice of Termination to the Executive.</P>

<P><STRONG><U></U></STRONG><U></U>5.2   <STRONG><U><A NAME="_Toc520602272"></A><A NAME="_Ref520603767"></A><A
NAME="_Ref520609775">Termination by the Executive</A></U></STRONG></P>

<P>The Executive may terminate Executive's employment with the Corporation at
any time by giving 30 days' written Notice of Termination to the Corporation.</P>

<P><STRONG><U></U></STRONG><U></U>5.3   <STRONG><U><A NAME="_Toc520602273"></A><A NAME="_Ref520606722"></A><A
NAME="_Ref520606793"></A><A NAME="_Ref520609845"></A><A NAME="_Ref520610377"></A><A NAME="_Ref520610456"></A><A
NAME="_Ref520610766"></A><A NAME="_Ref520611632"></A><A NAME="_Ref520695011"></A><A NAME="_Ref520695863"></A><A
NAME="_Ref520695882"></A><A NAME="_Ref520695998"></A><A NAME="_Ref520696166">Payments on Termination Without Cause or for Good
Reason</A></U></STRONG></P>

<P>(a)    <A NAME="_Ref520606724">If the Executive's employment with the Corporation is terminated by the
Corporation pursuant to Section 5.1 for any reason other than cause or
Permanent Disability, or is terminated by the Executive pursuant to
Section 5.2 for Good Reason, and subject to and conditional upon the
Executive complying with the provisions of Article 6, the Corporation
will:</A></P>

<P>(i)    <A NAME="_Ref520695122">pay to the Executive an amount equal to the salary earned by
Executive</A> up to the Date of Termination and any outstanding
vacation pay calculated as of such Date;</P>

<P>(ii)   <A NAME="_Ref520604611">reimburse the Executive in accordance with Section 3.6 for any
expenses incurred by Executive</A> up to and including the Date of
Termination;</P>

<P>(iii)  <A NAME="_Ref520611630">subject to Sections 5.3(b) and (c), pay to the Executive an amount
equivalent to the base salary that would have been payable to
Executive</A>, on the basis of Section 3.1, for the Severance Period,
such payment to be made as a lump sum payment equivalent to six
(6)  months' base salary immediately upon termination of
employment, with the remaining amount to be paid within twelve
(12 ) months of the Date of Termination at such times as the Board
of Directors shall determine in its discretion, but in such amounts
and at such times as shall be not less than equal monthly
installments and not more than twelve (12 ) such installments
commencing thirty (30) days following the Date of Termination;</P>

<P>(iv)   maintain the Executive's benefits referred to in Section 3.2 for the
Severance Period or, if that is not possible, pay to the Executive an
amount equal to the cost of such benefits, grossed up so that the
after tax value of the payments is equal to the cost of the benefits
to the corporation;</P>

<P>(v)    give the Executive credit under the Corporation's pension plan for
an additional period of service with the Corporation equal to the
Severance Period or, if that is not possible, pay to the Executive an
amount equal to the then present value of the benefits under the
Corporation's pension plan attributable to such service, grossed up
so that the after tax value of the payments is equal to then present
value of the benefits; and</P>

<P>(vi)   permit the Executive to exercise at any time within six (6) months
from the Date of Termination all options granted to the Executive
on or after January 28, 2002 that would otherwise vest during the
Severance Period and permit the Executive to exercise all other
options vested on the Date of Termination within 30 days of the
Date of Termination. Notwithstanding the foregoing, in no event
may Executive exercise any option after the expiration of the
Option Period (as defined under the Stock Option Plan in effect
from time to time).      </P>

<P>(b)    <A NAME="_Ref520609858">Notwithstanding the foregoing, the payments contemplated by Section
5.3(a)(iii), excluding the lump sum payment described therein, will be
reduced by fifty per cent (50%) during any period when the Executive has
obtained alternate employment or has otherwise mitigated any damages
arising from the termination of his employment. The Executive has a duty
to mitigate Executive</A>'s damages and will promptly notify the Corporation
of such employment or mitigation.</P>

<P>(c)    In addition to receiving the payments referred to in Section 5.3(a)(iii), in
the event there is a Change of Control and the Executive's employment is
terminated by the Corporation pursuant to Section 5.1 for any reason other
than cause or Permanent Disability, or is terminated by the Executive
pursuant to Section 5.2 for Good Reason, during the period beginning one
(1) month prior to the Change of Control and ending six (6) months
following the Change in Control, and subject to and conditional upon the
Executive complying with the provisions of Article 6, the Corporation will
pay to the Executive an amount equivalent to six (6) months' base salary,
on the basis of Section 3.1, such payment to be made immediately as a
lump sum payment.</P>

<P>Immediately upon the occurrence of Change of Control, all options
granted to the Executive on or after February 1, 2002 which have
not previously expired, shall immediately vest and become
exercisable. Notwithstanding the foregoing or any other term of
this agreement, in no event may any option be exercised after the
expiration of the option period as defined under the stock option
plan in effect from time to time. </P>

<P>(d)    The parties agree that the provisions of Section 5.3 are fair and reasonable
and that the amounts payable by the Corporation to the Executive or for
Executive's benefit pursuant to Section 5.3 are reasonable estimates of the
damages which will be suffered by the Executive in the event of the
termination of employment with the Corporation in the circumstances set
out in this Section 5.3 and will not be construed as a penalty.</P>

<P>(e)    The parties agree that the payments under Section 5.3(a)(iii) and, if
applicable, 5.3(c) will be deemed to include: (i) all termination pay and
severance pay owing to the Executive pursuant to the <EM>Employment
Standards Act</EM> (Ontario); (ii) any other or further amount of notice or pay
in lieu thereof at common law or under any statute, in respect of the
termination of Executive's employment.</P>

<P><STRONG><U></U></STRONG><U></U>5.4   <STRONG><U><A NAME="_Toc520602274"></A><A NAME="_Ref520604133"></A><A
NAME="_Ref520604547"></A><A NAME="_Ref520604569"></A><A NAME="_Ref520606232"></A><A NAME="_Ref520606250"></A><A
NAME="_Ref520606473"></A><A NAME="_Ref520606758"></A><A NAME="_Ref520606778"></A><A NAME="_Ref520696005">Payments on Termination
by Corporation for Cause or by
Reason of Permanent Disability or on Termination by the
Executive Without Good Reason</A></U></STRONG></P>

<P>(a)    <A NAME="_Ref520604130">If the Executive's employment with the Corporation is terminated by the
Corporation pursuant to Section 5.1 for cause or by reason of Permanent
Disability, or if such employment is terminated by the Executive pursuant
to Section 5.2 without Good Reason, the Corporation will:</A></P>

<P>(i)    <A NAME="_Ref520604574">pay to the Executive an amount equal to the salary earned by
Executive</A> up to the Date of Termination and any outstanding
vacation pay calculated as of such date;</P>

<P>(ii)   <A NAME="_Ref520604577">reimburse the Executive in accordance with Section 3.6 for any
expenses incurred by Executive</A> up to and including the Date of
Termination;</P>

<P>(iii)  pay to the Executive any amounts owing to Executive under the
incentive plans  in accordance with the terms of such Plans and
based on service up to the Date of Termination but not after the
Date of Termination; and</P>

<P>(iv)   arrange for the Executive to receive any pension benefits to which
Executive is entitled pursuant to the Corporation's pension plan. </P>

<P>(b)    If the Executive's employment with the Corporation is terminated by the
Corporation pursuant to Section 5.1 by reason of Permanent Disability, the
Corporation will:</P>

<P>(i)    continue to pay to the Executive an amount equal to Executive's
base salary at the rate in effect immediately prior to such
termination for the balance, if any, of the applicable waiting period
for long term disability  benefits stipulated in the Corporation's
long term disability plan (the "Waiting Period");</P>

<P>(ii)   maintain during the Waiting Period and during any period in which
the Executive is receiving long term disability benefits pursuant to
the Corporation's long term disability plan (the "Long Term
Disability<STRONG> </STRONG>Period") those of the Executive's benefits referred to in
Section 3.2 which are normally continued for the Corporation's
employees who are in receipt of either short term disability
benefits or long term disability benefits; </P>

<P>(iii)  give the Executive credit under the Corporation's pension plan for
an additional period of service with the Corporation equal to the
Waiting Period and the Long Term Disability Period; and</P>

<P>(iv)   permit the Executive or his legal representative to exercise at any
time within six (6) months from the Date of Disability all options
granted to the Executive on or after January 28, 2002 and held by
the Executive at the Date of Termination that have vested on the
Date of Termination or would otherwise vest during the twelve
(12) months period following the Date of Termination and permit
the Executive or his legal representative to exercise all other
options vested on the Date of Disability within such six (6) months
period. Notwithstanding the foregoing, in no event may any option
be exercised after the expiration of the Option Period (as defined
under the Stock Option Plan in effect from time to time).        </P>

<P>(c)    The Executive and the Corporation agree that the termination of the
Executive's employment by the Corporation by reason of Permanent
Disability is not contrary to the <EM>Ontario Human Rights Code</EM> and that
further accommodation would be undue hardship on the Corporation.</P>

<P><STRONG><U></U></STRONG><U></U>5.5   <STRONG><U><A NAME="_Toc520602275"></A><A NAME="_Ref520696013">Payments on Death of the
Executive</U></STRONG></P>

<P>(a)    if the Executive's employment with the Corporation is terminated
by death, the Corporation will:</P>

<P>  (i)  pay to the Executive an amount equal to the salary earned
by Executive</A> up to the Date of Death and any outstanding
vacation pay calculated as of such date;</P>

<P>  (ii) reimburse in accordance with Section 3.6 for any expenses
incurred by Executive up to and including the Date of
Death;</P>

<P>  (iii)     pay to the Executive any amounts owing to Executive
under the incentive plans  in accordance with the terms of
such Plans and based on service up to the Date of Death but
not after the Date of Death; </P>

<P>  (iv) arrange for the Executive to receive any pension benefits to
which Executive is entitled pursuant to the Corporation's
pension plan; and</P>

<P>  (v)  permit the legal representative of the Executive to exercise
at any time within six (6) months from the Date of Death
all options granted to the Executive on or after January 28,
2002 and held by the Executive at the Date of Death that
have vested on the Date of Death or would otherwise vest
during the six (6) months period following the Date of
Death and permit the legal representative of the Executive
to exercise all other options vested on the Date of Death
within twelve (12) months of the Date of Death.
Notwithstanding the foregoing, in no event may any option
be exercised after the expiration of the Option Period (as
defined under the Stock Option Plan in effect from time to
time).    5.6       <STRONG><U>Return of Property</U></STRONG><U></U></P>

<P>       Upon any termination of his employment with the Corporation, the Executive will
deliver or cause to be delivered to the Corporation promptly all equipment, books, documents,
money, securities or other properties of the Corporation that are in the possession, charge, control
or custody of the Executive.</P>

<P><STRONG><U></U></STRONG><U></U>5.7   <STRONG><U><A NAME="_Toc520602276"></A><A NAME="_Ref520696040">No Termination
Claims</A></U></STRONG></P>

<P>Upon any termination of the Executive's employment by the Corporation in
compliance with this Agreement or upon any termination of the Executive's employment by the
Executive, the Executive will have no action, cause of action, claim or demand against the
Corporation, any related or associated corporations or any other person as a consequence of such
termination.</P>

<P><STRONG><U></U></STRONG><U></U>5.8   <STRONG><U><A NAME="_Toc520602277"></A><A NAME="_Ref520696055">Resignation as Director and
Officer</A></U></STRONG></P>

<P>Upon any termination of the Executive's employment under this Agreement, the
Executive will sign forms of resignation indicating his resignation as a director and officer of the
Corporation and its subsidiaries, if applicable.</P>

<P>5.9         <STRONG><U>Comments About the Corporation</U></STRONG></P>

<P><STRONG><U>      </U></STRONG><FONT FACE="Times New Roman">Executive agrees that </FONT>Executive<FONT FACE="Times
New Roman"> will not say, publish or do any act or thing that
disparages or casts the Corporation, its officers, directors, employees, agents and/or
representatives in any unfavorable light, or which could result in injury to any such person's
reputation.  Executive shall make no public statements or announcements regarding </FONT>Executive<FONT FACE="Times New Roman">'s
past employment by the Corporation or any of the matters set forth herein without first consulting
with the Corporation and obtaining its prior written approval as to the timing and content of the
proposed statements and/or announcements, except that Executive may disclose </FONT>Executive<FONT FACE="Times New Roman">'s
dates of employment, title, job description and final base annual salary with the Corporation.
The Corporation agrees that it shall make no public announcement regarding Executive's past
employment with the Corporation which disparages or casts Executive in a false light.  The
parties agree that neither shall make any press release or other public announcement concerning
this Agreement except to the extent required by applicable law.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><STRONG><U></U></STRONG><U></U>5.10  <STRONG><U><A NAME="_Toc520602278">Provisions which Operate Following
Termination</A></U></STRONG></P>

<P>Notwithstanding any termination of the Executive's employment under this
Agreement for any reason whatsoever and with or without cause, the provisions of Sections 4.4,
5.3, 5.4, 5.5, 5.6, 5.7, 5.8, 6.1, 6.2, 6.3 and 6.4 of this Agreement and any other provisions of this
Agreement necessary to give efficacy thereto will continue in full force and effect following such
termination.</P>

<P><STRONG><U><FONT FACE="Times New Roman">ARTICLE 6 - </U></STRONG></FONT><STRONG><U><A NAME="_Toc520602279">NON-COMPETITION AND
NON-SOLICITATION</A></U></STRONG></P>

<P><STRONG><U></U></STRONG><U></U>6.1   <STRONG><U><A NAME="_Toc520602280"></A><A NAME="_Ref520604254"></A><A
NAME="_Ref520604415"></A><A NAME="_Ref520604449"></A><A NAME="_Ref520696058">Non-Competition</A></U></STRONG></P>

<P>(a)    Without limiting the Executive's Covenant's contained in Article 4, the
Executive will not, without the prior written consent of the Corporation,
during the term of employment,<STRONG> </STRONG>either individually or in partnership or
jointly or in conjunction with any person as principal, agent, employee,
shareholder (other than a holding of shares listed on a Canadian or United
States stock exchange that does not exceed 5% of the outstanding shares
so listed) or in any other manner whatsoever carry on or be engaged in or
be concerned with or interested in or advise, lend money to, guarantee the
debts or obligations of or permit his name or any part of his name to be
used or employed by any person engaged in or concerned with or
interested in a business which is competitive with the business carried on
by the Corporation at any time during the term of employment.</P>

<P>  (b)  The Executive will not, without the prior written consent of the      Corporation, following the term of
employment,    </P>

<P>            (i) until the end of the Severance Period if the Executive's
employment is terminated by the Corporation without cause or by the
Executive for Good Reason,</P>

<P>            (ii) until six (6) months following the end of the Waiting Period if
the Executive's employment is terminated by Reason of Permanent
Disability, or </P>

<P>            (iii) until six (6) months following the last day actually worked by
the Executive if the Executive's employment is terminated in any other
manner or for any other reason, </P>

<P>       either individually or in partnership or jointly or in conjunction with any
person as principal, agent, employee, shareholder (other than a holding of
shares listed on a Canadian or United States stock exchange that does not
exceed 5% of the outstanding shares so listed) or in any other manner
whatsoever carry on or be engaged in or be concerned with or interested in
or advise, lend money to, guarantee the debts or obligations of or permit
his name or any part of his name to be used or employed by any person
engaged in or concerned with or interested in within North America,</P>

<P>            i) a business which is competitive with any business carried on by
the Corporation during the term of employment or during any Severance
Period if the Executive's employment is terminated by the Corporation
without cause or by the Executive for Good Reason, or </P>

<P>            (ii) a business which is competitive with any business carried on by
the Corporation during the term of employment through the Date of
Termination, in all other cases.        </P>

<P>(c)    The Executive confirms that all restrictions in Section 6.1(a) and (b) are
reasonable and valid and that the Executive waives all defences to the
strict enforcement of such restrictions by the Corporation.</P>

<P><STRONG><U></U></STRONG><U></U>6.2   <STRONG><U><A NAME="_Toc520602281"></A><A NAME="_Ref520604332"></A><A
NAME="_Ref520604345"></A><A NAME="_Ref520604373"></A><A NAME="_Ref520604426"></A><A NAME="_Ref520604523"></A><A
NAME="_Ref520604687"></A><A NAME="_Ref520696063"></A><A NAME="_Ref524254918"></A><A NAME="_Ref524254949"></A><A
NAME="_Ref524255007">Non-Solicitation</A></U></STRONG></P>

<P>(a)    <A NAME="_Ref520604334">The Executive will not, without the prior consent of the Corporation,
during the term of Executive</A>'s employment or at any time for a period of
twelve (12) months following the termination of the Executive's
employment under the Agreement for whatever reason and with or without
cause, either individually, or in partnership, or jointly, or in conjunction
with any person as principal, agent, employee or shareholder (other than a
holding of shares listed on a Canadian or United States stock exchange
that does not exceed 5% of the outstanding shares so listed) or in any other
manner whatsoever on Executive's own behalf or on behalf of anyone
competing or endeavouring to compete with the Corporation, directly or
indirectly solicit, or gain the custom of, interfere with or endeavour to
entice away from the Corporation any person who:</P>

<P>(i)    <A NAME="_Ref520604377">is a client of the Corporation at the Date of Termination and with
whom the Executive dealt during the Executive's employment;</A></P>

<P>(ii)   <A NAME="_Ref520604381">was a client of the Corporation at any time during the Executive's
employment at the Corporation and with whom the Executive dealt
during the Executive's employment; </P>

<BR WP="BR1"><BR WP="BR2">
<P>  </A><FONT FACE="Times"><EM>For the purposes of 6.2(a)(i) and (ii) above, "client" shall mean customers
(including distributors, resellers and licensees), joint venture partners, strategic
partners, OEM partners and any other individual or entity in a like relationship
with the Corporation or its affiliates.</EM></FONT></P>

<P><A NAME="_Ref520604382"></A>
<P>(b)    The Executive confirms that all restrictions in Section 6.2(a) are
reasonable and valid and that the Executive waives all defences to the
strict enforcement of such restrictions in Section 6.2(a) by the
Corporation.</P>

<P>(c)    Sections 6.2(a)(i),(ii) and (iii) are each separate and distinct covenants,
severable one from the other and if any such covenant or covenants are
determined to be invalid or unenforceable, such invalidity or
unenforceability will attach only to the covenant or covenants as
determined and all other such covenants will continue in full force and
effect.</P>

<P>(d)    <A NAME="_Ref524254904">The Executive, for a period of twelve (12) months following the
termination of the Executive's employment under the Agreement for
whatever reason and with or without cause, </A>will not interfere with or
entice away any person who is an employee or independent contractor of
the Corporation at the Date of Termination.</P>

<P><STRONG><U></U></STRONG><U></U>6.3   <STRONG><U>Industrial and Intellectual Property</U></STRONG></P>

<UL>
  <LI><FONT FACE="Times">Executive acknowledges that all improvements, inventions, know-how and discoveries, technology, patents,
copyrightable materials,
computer programs, designs, documentation, processes, techniques
or procedures in any way related to the Corporation's business
which are developed, invented, or written by Executive alone or
together with others, including all derivative works, during the
course of Executive's employment with Corporation, or at any
time using Confidential Information ("Developments") are the
exclusive property the Corporation:</FONT></LI>
  <LI><FONT FACE="Times">Executive will fully disclose all Developments to the Corporation
and  hereby waives all moral rights in all Developments as of the
moment they are created and transfers all interest in all
Developments, including all derivative works, exclusively to the
Corporation on a world-wide, royalty-free basis as of the moment
they are created and, as required by the Corporation, will protect
the Corporation's interest in such Developments.  Executive agrees
to execute any documents which the Corporation feels are
necessary to enable the Corporation to apply for or enforce its
patent, copyright, industrial design, trademark right, or any other
industrial or intellectual property rights in the Developments.</FONT></LI>
</UL>

<P><FONT FACE="Times">(c)     Executive acknowledges that Executive is not a party to any prior
agreements which have created, or which could create in any third
party rights which are or could become inconsistent with
Executive's obligations herein, and agrees that Executive will fully
disclose to the Corporation at Executive's earliest opportunity any
such prior agreements as well as any claims made or notices
provided by a third party which allege any such agreement or
interest.</FONT></P>

<P><FONT FACE="Times">(d)     Executive acknowledges that, from time to time, the Corporation
uses the image, likeness, voice or other representation of its
employees in connection with the production of corporate reports,
advertising and promotional materials, and training videos.
Executive agrees that if, during the course of employment,
Executive participates in such productions, the Corporation may
use Executive's image, likeness, voice or other representation in
perpetuity, in all media and in all territories for the purposes
described above without further compensation to Executive.</FONT></P>

<P><STRONG><U><A NAME="_Ref520696068"></A></U></STRONG>6.4  <STRONG><U><A NAME="_Toc520602282"></A>Breach</U></STRONG></P>

<P><STRONG><U></U></STRONG>Any breach of the provisions of Sections 6.1(a), 6.1(b), 6.2(a), 6.2(d) or 6.3 by the
Executive will result in material and irreparable harm to the Corporation although it may be
difficult for the Corporation to establish the monetary value flowing from such harm.  The
Executive therefore agrees that the Corporation, in addition to being entitled to the monetary
damages which flow from the breach, will be entitled to injunctive relief in a court of appropriate
jurisdiction in the event of any breach or threatened breach by the Executive of any of the
provisions of Sections 6.1(a), 6.1(b), 6.2(a),  6.2(d) or 6.3 .  In addition, the Corporation will be
relieved of any further obligations to make any payments to the Executive or provide him with
any benefits as outlined in Section 5.3 and Executive shall be obligated to repay such amounts
already received under said section, except those in Section 5.3(a)(i) and 5.3(a)(ii), in the event
of a breach by the Executive of any of the provisions of Sections 6.1(a), 6.1(b), 6.2(a), 6.2(d) or
6.3.<STRONG><U></U></STRONG></P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P><STRONG><U></U></STRONG><STRONG><U><FONT FACE="Times New Roman"> </U></STRONG></FONT><STRONG><U><A
NAME="_Toc520602285">GENERAL</A></U></STRONG></P>

<P><STRONG><U></U></STRONG>7.1<STRONG><U>    <A NAME="_Toc520602287">Notices</A></U></STRONG></P>

<P><STRONG><U></U></STRONG>Any demand, notice or other communication ("Communication") to be given in
connection with this Agreement will be given in writing by personal delivery, by registered mail
or by electronic means of communication addressed to the recipient as follows:</P>

<P>To the Corporation:</P>

<P>  1600 Carling Avenue<BR>
               Ottawa, ON  K1Z 8R7</P>

<P>  Attention: Vice President of Human Resources</P>

<P>To the Executive:</P>

<P>  [Name]</P>

<P>            [Address]  </P>

<P><STRONG><U>           </U></STRONG></P>

<P><STRONG><U></U></STRONG>or such other address, individual or electronic communication number as may be designated by
notice given by either party to the other.  Any Communication given by personal delivery will be
conclusively deemed to have been given on the day of actual delivery of the Communication and,
if given by registered mail, on the third day, other than a Saturday, Sunday or statutory holiday in
Ontario, following the deposit of the Communication in the mail and, if given by electronic
communication, on the day of transmittal of the Communication if given during the normal
business hours of the recipient and on the business day during which such normal business hours
next occur if not given during such hours on any day.  If the party giving any Communication
knows or ought reasonably to know of any difficulties with the postal system which might affect
the delivery of mail, any such Communication may not be mailed but must be given by personal
delivery or by electronic communication.<STRONG><U></U></STRONG></P>

<P><STRONG><U></U></STRONG><U></U>7.2<STRONG><U>  <A NAME="_Toc520602288">Time of Essence</A></U></STRONG></P>

<P><STRONG><U></U></STRONG>Time will be of the essence of this Agreement.<STRONG><U></U></STRONG></P>

<P><STRONG><U></U></STRONG><U></U>7.3<STRONG><U>  <A NAME="_Toc520602289">Deductions</A></U></STRONG></P>

<P><STRONG><U></U></STRONG>The Corporation will deduct all statutory deductions from any amounts to be paid
to the Executive under this Agreement.<STRONG><U></U></STRONG></P>

<P><STRONG><U></U></STRONG><U></U>7.4<STRONG><U>  <A NAME="_Toc520602290">Sections and Headings</A></U></STRONG></P>

<P><STRONG><U></U></STRONG>The division of this Agreement into Articles and Sections and the insertion of
headings are for the convenience of reference only and will not affect the construction or
interpretation of this Agreement.  The terms "this Agreement", "hereof", "hereunder" and similar
expressions refer to this Agreement and not to any particular Article, Section or other portion
hereof and include any agreement or instrument supplemental or ancillary hereto.  Unless
something in the subject matter or context is inconsistent therewith, references herein to Articles
and Sections are to Articles and Sections of this Agreement.<STRONG><U></U></STRONG></P>

<P><STRONG><U></U></STRONG><U></U>7.5<STRONG><U>  <A NAME="_Toc520602291">Number</A></U></STRONG></P>

<P><STRONG><U></U></STRONG>In this Agreement words importing the singular number only will include the
plural and vice versa and words importing the masculine gender will include the feminine and
neuter genders and vice versa and words importing persons will include individuals, partnerships,
associations, trusts, unincorporated organizations and corporations and vice versa.<STRONG><U></U></STRONG></P>

<P><STRONG><U></U></STRONG><U></U>7.6<STRONG><U>  <A NAME="_Toc520602293">Benefit of Agreement</A></U></STRONG></P>

<P><STRONG><U></U></STRONG>This Agreement will enure to the benefit of and be binding upon the heirs,
executors, administrators and legal personal representatives of the Executive and the successors
and permitted assigns of the Corporation respectively.<STRONG><U></U></STRONG></P>

<P><STRONG><U></U></STRONG><U></U>7.7<STRONG><U>  <A NAME="_Toc520602294">Entire Agreement</A></U></STRONG></P>

<P><STRONG><U></U></STRONG><U></U>This Agreement constitutes the entire agreement between the parties with respect
to the subject matter of this Agreement and cancels and supersedes any prior understandings and
agreements between the parties to this Agreement with respect to the subject matter of this
Agreement.  There are no representations, warranties, forms, conditions, undertakings or
collateral agreements, express, implied or statutory between the parties other than as expressly
set forth in this Agreement.</P>

<P>       <STRONG><U></U></STRONG></P>

<P><STRONG><U></U></STRONG><U></U>7.8<STRONG><U>  <A NAME="_Toc520602295">Pre-Contractual Representations</A> </U></STRONG></P>

<P><STRONG><U></U></STRONG>The Executive hereby waives any right to assert a claim based on any pre-contractual representations,
negligent or otherwise, made by the Corporation.<STRONG><U></U></STRONG></P>

<P><STRONG><U></U></STRONG><U></U>7.9<STRONG><U>  <A NAME="_Toc520602296">Amendments and Waivers</A></U></STRONG></P>

<P><STRONG><U></U></STRONG>No amendment to this Agreement will be valid or binding unless set forth in
writing and duly executed by both of the parties to this Agreement.  No waiver of any breach of
any provision of this Agreement will be effective or binding unless made in writing and signed
by the party purporting to give the same and, unless otherwise provided in the written waiver,
will be limited to the specific breach waived.</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P><STRONG><U></U></STRONG><STRONG><U></U></STRONG><U></U>7.10<STRONG><U>  <A
NAME="_Toc520602297">Severability</A></U></STRONG></P>

<P><STRONG><U></U></STRONG>If any provision of this Agreement is determined to be invalid or unenforceable in
whole or in part, such invalidity or unenforceability will attach only to such provision or part of
such provision and the remaining part of such provision and all other provisions of this
Agreement will continue in full force and effect.<STRONG><U></U></STRONG></P>

<P><STRONG><U></U></STRONG>7.11<STRONG><U>   <A NAME="_Toc520602298">Governing Law</A></U></STRONG></P>

<P><STRONG><U></U></STRONG>This Agreement will be governed by and construed in accordance with the laws of
the Province of Ontario and the laws of Canada applicable in Ontario.<STRONG><U></U></STRONG></P>

<P><STRONG><U></U></STRONG><U></U>7.12<STRONG><U> <A NAME="_Toc520602299">Attornment</A></U></STRONG></P>

<P><STRONG><U></U></STRONG>For the purpose of all legal proceedings this Agreement will be deemed to have
been performed in the Province of Ontario and the courts of the Province of Ontario will have
jurisdiction to entertain any action arising under this Agreement.  The Corporation and the
Executive each hereby attorns to the jurisdiction of the courts of the Province of Ontario
provided that nothing in this Agreement contained will prevent the Corporation from proceeding
at its election against the Executive in the courts of any other province or country.<STRONG><U></U></STRONG></P>

<P><STRONG><U></U></STRONG>In the event that the Executive, in good faith, initiates litigation to enforce payments under
Article 5.3 or 5.4 following a Change of Control, the Corporation will pay, and be solely
financially responsible for, any and all attorneys' and related fees and expenses incurred by the
Executive, without regard to whether the Executive prevails in such litigation. <STRONG><U></U></STRONG></P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P><STRONG><U></U></STRONG><U></U>7.13<STRONG><U> <A NAME="_Toc520602300">Copy of Agreement</A></U></STRONG></P>

<P><STRONG><U></U></STRONG>The Executive hereby acknowledges receipt of a copy of this Agreement duly
signed by the Corporation.<STRONG><U></U></STRONG></P>

<P><STRONG><U></U></STRONG>IN WITNESS WHEREOF the parties have executed this Agreement<STRONG><U>.</U></STRONG></P>

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<TD>Name: [Name]</TD></TR>
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