JETFORM CORP
EX-10.41
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>2
<FILENAME>a781821_ex-10.txt
<DESCRIPTION>EX-10.41
<TEXT>

Declan Kelly
c/o JetForm Corporation
Ottawa, Ontario
K1S 5K2

                            Re: Employment Agreement

     We are pleased to confirm the terms and conditions of the employment of
Declan Kelly ("you" or the "Executive") with JetForm Corporation ("the
Corporation"). The Corporation believes that it is reasonable and fair that you
receive fair treatment in the event of the termination without cause or material
adverse modification without cause of your employment. In consideration thereof
and your employment with the Corporation (or continued employment, as the case
may be) you and the Corporation agree to the following terms and conditions of
employment.

Article I - Preamble and Interpretation

1.0  The parties agree that the Executive's original date of employment with the
     Corporation for the purposes of this agreement is February 2, 1998.

1.1  The parties agree, and represent to each other, that the above preamble is
     true and accurate and is incorporated into the terms of this Agreement.

1.2  The headings of the Articles, sections, subsections and clauses herein are
     inserted for convenience of reference only and shall not effect the meaning
     or construction hereof.

1.3  For the purposes of this Agreement, the following terms shall have the
     following meanings, respectively:

(a)  "Annual Salary" means the annual base salary of the Executive, plus 25% of
     the targeted annual incentives payable to the Executive by the Corporation
     at the notice of termination or resignation is given and if an annual base
     salary and target annual incentive have not been established, it shall be
     calculated by multiplying the monthly salary of the Executive in effect for
     the month prior to the month in which the notice of termination or
     resignation is given by 12. Notwithstanding the generality of the
     foregoing, and for greater clarity, Annual Salary does not include any
     amounts paid or payable to the Executive or to any other employee of the
     Corporation on account of incentive compensation, bonus, profit sharing,
     stock options, loans, discounts, commissions, benefits, allowances, or any
     other form of compensation or reward based on individual or Corporate
     performance.

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(b)  "Change of Control" shall mean the acquisition by a person or persons
     acting jointly of the Corporation's voting shares, such that the
     acquiror(s) would beneficially own shares equal to greater than 51% of the
     votes attaching to the Corporation's voting shares.

(c)  "Date of Termination" shall mean the date the Executive's active employment
     ceases, as set out in a notice of termination or resignation and as
     provided for in Article III, regardless of whether the Executive continues
     to receive remuneration or benefits from the Corporation subsequent to that
     date, whether by the Executive or by the Corporation or by death of the
     Executive.

(d)  "Disability" shall mean the Executive's failure to substantially perform
     his duties on a full-time basis for a period of six months within any
     18-month period, where such failure is a result of physical or mental
     illness. Without limiting the generality of the foregoing, the Executive
     shall be irrevocably deemed to be disabled on the date which is 60 days
     after the date on which he is entitled to receive disability payments
     (i.e., 60 days after the date which is 120 days after the date of the
     disabling injury), provided the Executive is receiving or is entitled to
     receive long term disability payments under the applicable benefit plan on
     that 60th day.

(e)  "Good Reason" shall mean the occurrence of any of the following without the
     Executive's consent (except in connection with the termination of the
     employment of the Executive for Just Cause or Disability).

     (i)  a material reduction by the Corporation of the Executive's salary,
          benefits or any other form of remuneration or any change in the basis
          upon which the Executive's salary, benefits or any other form of
          remuneration payable by the Corporation is determined other than a
          reduction or change which occurs after the Executive has received
          three months written notice of the reduction or change, or when the
          reduction or change is consistent with similar reductions or changes
          established by the Corporation which similarly affects the majority of
          the employees of the Corporation who are employed at a level similar
          to that of the Executive; or

     (ii) Any material breach by the Corporation of any provisions of this
          Agreement; or

     (iii) the failure by the Corporation to obtain, in a form satisfactory to
          the Executive acting reasonably, an effective assumption of its
          obligation hereunder by any successor to the Corporation, including a
          successor to a material portion of its business in which the Executive
          is employed; or

     (iv) the Corporation requiring the Executive to relocate to a place of work
          located greater than 100 kilometres from Executive's current place of
          work.

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For the purpose of this Article, where the Executive continues in the employ of
the Corporation for a period of at least three (3) months following the
occurrence of any of the events listed above without triggering a termination
for Good Reason as provided for in Article 3.1(d), the Executive shall be
deemed to have irrevocably consented to the occurrence and cannot thereafter
trigger a termination for Good Reason based upon that occurrence.

(f)  "Just Cause" shall include:

     (i)  gross insubordination;

     (ii) the failure or refusal by the Executive to substantially perform his
          duties according to the terms of his employment, except where such
          acts or omissions by the Executive:

          (a)  are caused by and follow an event defined herein as "Good
               Reason"; or

          (b)  result from the Executive's Disability.

     (iii) dishonesty by the Executive affecting the Corporation;

     (iv) use by the Executive of drugs or of alcohol in a manner which
          materially affects his ability to perform his employment duties;

     (v)  any improper act by the Executive that the Executive knows or should
          reasonably know is substantially inconsistent with his duties as an
          Executive; or

     (vi) any material breach by the Executive of any provisions of this
          Agreement.


                      Article II - Duties and Compensation

2.1 The Executive shall serve the Corporation and any subsidiaries of the
Corporation in such capacity or capacities and shall perform such duties and
exercise such powers pertaining to the management and operation of the
Corporation and any subsidiaries of the Corporation as may be determined from
time to time by the board of directors of the Corporation consistent with the
office of the Executive. The Executive shall:

     (a)  devote his full time and attention and his best efforts to the
          business and affairs of the Corporation;

     (b)  perform those duties that are assigned to the Executive and which are
          consistent with his position, diligently and faithfully to the best of
          the Executive's abilities and in the best interests of the
          Corporation;

     (c)  faithfully observe and abide by all the rules, regulations and
          policies of the Corporation applicable to the Executive, (including
          without limitation the Corporation's policies respecting insider
          trading) from time to time in force which are brought to the attention
          of the Executive or of which he should reasonably be aware; and

     (d)  use his best efforts to promote the interests and goodwill of the
          Corporation.

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2.2 Subject to Article 3 hereof, the Annual Salary payable to the Executive
shall be determined during the annual review process by the direct line
reporting executive and approved where applicable by the Chief Executive
Officer, the President, or the Compensation Committee of the Board of Directors.

2.3 The Executive shall also be entitled to receive the vacation and benefits
set forth on a basis consistent with the Corporation's practice generally in
effect for other executives of the Corporation which benefits may be amended
from time to time by the Corporation but subject always to the provisions of
Article 3 hereof.

                     Article III - Termination of Employment

3.1 The Executive and the Corporation shall have the following obligations in
the event that the Executive's employment is terminated:

(a)  Death or Disability. The Executive's employment shall be terminated by his
     death or Disability, without any obligation on the Corporation to provide
     notice or take any other action. The rights of the Executive or his
     survivors shall be as set out in the applicable benefit and insurance plans
     provided to the Executive by the Corporation during his employment.

(b)  Retirement or Resignation Other than for Good Reason.  The Executive agrees
     to provide  the  Corporation  with sixty (60) days notice in writing of his
     intention  to retire or resign his  employment  other than for Good Reason.
     This notice is for the benefit of the  Corporation  and it has the right to
     waive  all or any  part  of the  notice,  in  which  case  the  Executive's
     employment and the obligations of the  Corporation  shall cease on the date
     of  such  earlier   termination   as  provided  to  the  Executive  by  the
     Corporation, in writing.

(c)  Termination by the Corporation for Just Cause and Termination by the
     Executive Other Than for Good Reason. The Corporation has the right to
     terminate the Executive's employment for Just Cause and without notice or
     pay in lieu of notice. If the Executive's employment is terminated for Just
     Cause or if the Executive resigns other than for Good Reason, the Executive
     shall only be entitled to receive his base salary and unpaid vacation pay
     to the Date of Termination and he shall have no other or further claim
     against the Corporation.

(d)  Termination by the Corporation Other Than for Just Cause, Disability or
     Death and Termination by the Executive for Good Reason. The Corporation may
     terminate the Executive's employment other than for Just Cause and the
     Executive may terminate his employment for Good Reason by giving written
     notice of termination. Where the Corporation terminates the employment the
     period of notice shall be twelve (12) months. At the Corporation's sole
     discretion it may provide the Executive with pay in lieu of notice in which
     event the Executive's active employment shall terminate when the
     Corporation advises the Executive that his continued services are not
     required. Pay in lieu of notice will be calculated based upon the
     Executive's Annual Salary as of the Date of

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     Termination and as specified in Article 3.2. Where the Executive terminates
     his employment for Good Reason,  the  termination of his active  employment
     shall  become  effective  on  the  date  such  notice  is  provided  to the
     Corporation  and the  Executive  shall  be  entitled  to  receive  from the
     Corporation  an  amount  equal  to the  pay in  lieu of  notice  which  the
     Executive would have received had the Corporation terminated his employment
     without Just Cause pursuant to this Article.

     Notwithstanding that the Executive may have received a notice of
     termination or given notice of resignation, he shall remain entitled to any
     incentive compensation, bonus, profit sharing, or other similar
     compensatory plan applicable to him as at the date such notice is given.
     The amount of the Executive's entitlement to such compensation shall be
     pro-rated to the Date of Termination and shall be paid to the Executive on
     the date that other employees of the Corporation are paid such
     compensation.

     The Corporation shall take all necessary steps as required by the
     provisions of the Corporation's Stock Option Plans so that all options to
     acquire common shares of the Corporation held by the Executive on the Date
     of Termination shall continue to vest during the period of notice referred
     to in this Article and the Executive shall have thirty days from the end of
     that notice period to exercise all such vested options. On the 31st day,
     all unexercised options, vested or unvested, are cancelled.

     All loans from the Corporation of its subsidiaries to the Executive shall
     become due and payable on the Date of Termination, unless the written terms
     of the loan agreement(s) provide otherwise.

     The Corporation shall provide the Executive with the job relocation
     counseling services of a firm acceptable to the Corporation for an amount
     not to exceed the equivalent of CDN$10,000.

     If, at the Date of Termination, there were any memberships in any clubs,
     social or athletic organizations paid for by the Corporation that were for
     the regular use of the Executive at the Date of Termination, the
     Corporation will not take any action to terminate such memberships but need
     not renew any such membership that expires.

     The Corporation shall pay to the Executive all outstanding and accrued
     vacation pay and salary to the Date of Termination.

     Upon compliance with the obligations set forth above, the Corporation shall
have no further  obligation to the Executive  under this  Agreement or otherwise
and the Executive agrees that  notwithstanding  any other  provisions  contained
herein,  the  Executive  shall not have any right to commence any action or make
any claim related to the termination of his employment.

(e)  Change of Control. The parties agree that this Agreement will not
     automatically terminate upon any Change of Control of the Corporation.
     However, the

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     Corporation shall have the right to terminate this Agreement within 90 days
     of the  closing of a Change of  Control,  on 30 days'  prior  notice to the
     Executive  (prior to the expiry of the 90 day period).  If the  Executive's
     employment is so terminated the Corporation  shall pay to the Executive the
     amounts as set forth in Article 3.1(d) and the Executive's Termination Date
     shall be the date which is 30 days after the date such notice is given.

     The Executive shall have the right to terminate this Agreement within 90
     days of the closing of a Change of Control, on 30 days prior notice to the
     Corporation (prior to the expiry of the 90 day period) if there is any
     adverse material change in the position, duties, responsibilities or
     compensation of the Executive in the 90 day period following the Change of
     Control or if the person now in control of the corporation advises in
     writing that it does not intend to honour the terms of this Agreement. If
     the Executive so terminates his employment the Corporation shall pay to the
     Executive the amounts as set forth in Article 3.1(d) and the Executive's
     Termination Date shall be the date which is 30 days after the date such
     notice is given.

3.2 The benefits payable under this Article III shall be paid as follows: (a)
with respect to that portion of the Annual Salary relating to salary and related
benefits of the Executive, at the Corporation's regular pay periods and (b) with
respect to all other amounts, on a basis consistent with practices in effect
immediately prior to the Date of Termination. If the Executive secures
employment after the Date of Termination and prior to receiving all amounts
owing hereunder, the Executive shall immediately inform the Corporation and the
Corporation shall have the right to terminate all health, life and disability
benefits being carried by the Corporation for the Executive.

    Article IV - Non-Competition, Confidentiality and Inventions and Patents

4.1 The Executive shall not while an Executive of the Corporation and for a
period of 12 months following the Date of Termination, for any reason
whatsoever, anywhere in North America, directly or indirectly, either
individually or in partnership, or in conjunction with any other persons or
corporations as principal, agent, shareholder, employee, advisor, lender,
guarantor or in any other capacity whatsoever:

(a)  carry on or be engaged in or be connected with or interested in or receive
     royalties or other compensation from a segment of any business which is
     directly or indirectly competitive with the business of the Corporation or
     any of its subsidiaries for whom the Executive has provided services during
     the 12 months preceding the Termination Date; or

(b)  contact or solicit any designated customers of the Corporation or any of
     its subsidiaries for the purposes of selling to the designated customers
     any products or services which are the same as or are competitive with, the

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     products or services sold by the Corporation or any of its subsidiaries
     during the term of this Agreement. For the purpose of this section, a
     designated customer means any person or entity that was a customer of the
     Corporation or any of its subsidiaries in the 12 months preceding the
     Termination Date. Upon request by the Executive, the Corporation shall
     provide in confidence a list of all such designated customers.

Notwithstanding the foregoing, the Executive may hold up to five per cent of the
issued and outstanding securities of any publicly traded company. For the
purposes hereof, if a Change of Control occurs and the Executive's employment is
terminated (whether by the Corporation or the Executive) within six months of
the Change of Control, the business of the Corporation and its subsidiaries
shall be deemed to be the business immediately prior to the Change of Control.

4.2 The Executive shall not while an Executive of the Corporation and for a
period of 12 months thereafter, directly or indirectly, induce or solicit any
employee of the Corporation to leave employment with the Corporation.

4.3  The Executive acknowledges and agrees that:

(a)  in the course of performing his duties and responsibilities as an officer
     of the Corporation, he has had and will continue in the future to have
     access to and has been and will be entrusted with detailed confidential
     information and trade secrets (printed or otherwise) concerning past,
     present, future and contemplated products, services, operations and
     marketing techniques and procedures of the Corporation and its
     subsidiaries, including, without limitation, information relating to past,
     present and prospective clients, customers, suppliers and employees of the
     Corporation and its subsidiaries (collectively "Trade Secrets"), the
     disclosure of any of which to competitors of the Corporation or to the
     general public, or the use of same by the Executive or any competitor of
     the Corporation or any of its subsidiaries, would be highly detrimental to
     the interests of the Corporation;

(b)  the Executive, while an officer and/or employee of the Corporation, owes
     fiduciary duties to the Corporation, including the duty to act in the best
     interests of the Corporation; and

(c)  the right to maintain the confidentiality of the Trade Secrets, the right
     to preserve the goodwill of the Corporation and the right to the benefit of
     any relationships that have developed between the Executive and the
     customers, clients and suppliers of the Corporation by virtue of the
     Executive's employment with the Corporation constitute proprietary rights
     of the Corporation, which the Corporation is entitled to protect.

In acknowledgement of the matters described above, the Executive hereby agrees
that he will not, during the term of this Agreement or any time thereafter
following the

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termination of employment for any reason, directly or indirectly disclose to any
person  or in  any  way  make  use  of  (other  than  for  the  benefit  of  the
Corporation),  in any manner, any of the Trade Secrets, provided that such Trade
Secrets shall be deemed not to include  information that is or becomes generally
available to the public other than as a result of disclosure by the Executive.

4.4 Any invention (whether patentable or otherwise), improvement, device,
industrial design, copyright, know-how or other intellectual or industrial
property developed, invented, created or improved by the Executive during the
term of this Agreement or prior to the date hereof while the Executive was
employed by the Corporation in respect of the Corporation's business
(collectively, the "Intellectual Property") shall be the exclusive property of
the Corporation. The Corporation shall have the exclusive right to file patent
applications and to obtain patents, to register industrial designs and copyright
in the name of the Corporation in connection with the Intellectual Property. The
Executive shall execute, from time to time, upon request by the Corporation,
assignments of the Executive's rights in the Intellectual Property to the
Corporation, and shall provide all necessary assistance in the filing and
prosecution of any applications to register the Intellectual Property. The
Executive hereby waives his moral rights to the Intellectual Property at common
law and under section 14.1 of the Copyright Act or successor provisions from
time to time, which are acknowledged to include the right to the integrity of
the Intellectual Property and the right, where reasonable in the circumstances,
to be associated with the Intellectual Property or an author by name or under a
pseudonym and the right to remain anonymous when any translation of the
Intellectual Property is produced, performed or published.

4.5 The Executive acknowledges that a breach or threatened breach by the
Executive of the provisions of any of this Article 4 will result in the
Corporation and its shareholders suffering irrevocable harm which is not capable
of being calculated and which cannot be fully or adequately compensated by the
recovery of damages alone. Accordingly, the Executives agrees that the
Corporation shall be entitled to interim and permanent injunctive relief,
specific performance and other equitable remedies, in addition to any other
relief to which the Corporation may be entitled.

4.6 The provisions of this Article 4 comprise all of the Executive's obligations
following any termination of Executive's employment with the Corporation.


                               Article V - General

5.1 The Executive acknowledges that he has had an opportunity to obtain
independent legal advice before signing this Agreement and agrees that either
such advise has been obtained or that he does not wish to seek or obtain such
independent legal advice. The Executive acknowledges that he has read this
Agreement and fully understands the nature and effect of it and the terms
contained herein and that the

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said  terms  are fair  and  reasonable  and  correctly  set out the  Executive's
position in the event of termination.

5.2 The Executive agrees that after termination of his employment for whatever
reason, he will tender his resignation from any position he may hold as an
officer of the Corporation or as an officer or director of any of its affiliated
or associated companies, provided that doing so will not reduce or increase the
obligations of the Corporation described herein.

5.3 If any provision of this Agreement is determined to be void or unenforceable
in whole or in part, it shall not be deemed to affect or impair the validity of
any other provision herein and each such provision is deemed to be separate,
distinct and severable.

5.4 Any notice required or permitted to be given under this Agreement shall be
in writing and shall be properly given if delivered by hand or mailed by prepaid
registered mail addressed as follows:

(a)      in the case of the Corporation, to:

         JetForm Corporation
         560 Rochester Street
         Ottawa, Ontario
         K1S 5K2

         Attention:  Chief Executive Officer

(b)      in the case of the Executive, to:

         Declan Kelly
         c/o JetForm Corporation

or any such other address as the parties may from time to time specify by notice
given in accordance herewith. Any notice so given shall be conclusively deemed
to have been given or made on the day of delivery, if delivered, or if mailed by
registered mail, upon the date shown on the postal return receipt as the date
upon which the envelope containing such notice was actually received by the
addressee provided in the event of mail disruption, delivery may only be made by
hand.

5.5 This Agreement shall ensure to the benefit of and be binding upon the
Executive and his heirs, executors and administrators and upon the Corporation
and its successors and assigns.

5.6 Nothing herein derogates from any rights the Executive may have under any
applicable statute, and in particular the parties agree that the rights,
entitlements and benefits set out in this Agreement to be paid to the Executive
shall in no event

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be less than the Executive's  entitlement pursuant to any successor  legislation
from time to time. Any payments made hereunder are agreed to be inclusive of all
payments required of the Corporation under the said legislation.

5.7 This Agreement may be amended only by an instrument in writing and signed by
both parties.

5.8 Neither party may waive or shall be deemed to have waived any right it has
under this Agreement (included under this section) except to the extent that
such waiver is in writing.

                               ******************

If you are in agreement with the foregoing terms and conditions, kindly execute
below where indicated and return one fully executed copy of this Agreement to
the attention of Human Resources, JetForm Corporation, 560 Rochester Street,
Ottawa, Ontario K1S 5K2


         Yours very truly,

         JetForm Corporation

         Per: /s/ John Gleed        May 5, 2000
              ---------------------------------
               Authorized Officer

         Accepted and agreed this 6th day of May,  2000


         /s/ Declan Kelly
         ----------------

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