printer-friendly

Sample Business Contracts

Employment Agreement - Corel Corp. and Jacqueline A. Maartense

Employment Forms

  • Employment Agreement. Employers can customize an employment agreement that states the salary, benefits, working hours and other important provisions for their new or existing employee.
  • Consulting Agreement. Answer simple questions to build a contract with a consultant. Specify the services rendered, when payment is due, as well as IP rights.
  • Commission Agreement. Employers who compensate their sales employees based on commissions can prepare an agreement to reduce misunderstandings by specifying the base salary and how commissions are calculated.
  • Executive Employment Agreement. Companies may offer their business executives a contract that is different from the one provided to their regular employees. Executive employment agreements may be more complex because the compensation structure may include a combination of salary and commissions, provide for bonuses based on sales, stock or other financial targets, and include non-compete, confidentiality and severance provisions.
  • Sales Representative Contract. Independent sales representatives offer companies the potential to increase the sale of products or services without the burden of increasing headcount. Both parties should understand how commissions are calculated, when commissions will be paid, as well as how the representative will treat confidential information from the company and whether the representative may also sell a competing line of products or services.
  • More Employment Agreements

Sponsored Links

                              EMPLOYMENT AGREEMENT

     THIS EMPLOYMENT AGREEMENT is made as of 20th day of January, 2005.

BETWEEN:

                                COREL CORPORATION

                                     (hereinafter referred to as the "Employer")

                                                               OF THE FIRST PART

                                     - and -

                             JACQUELINE A. MAARTENSE

                                     (hereinafter referred to as the "Employee")

                                                              OF THE SECOND PART

          WHEREAS the Employer and the Employee wish to enter into an agreement
          pursuant to which the Employee will provide the Employee's services to
          the Employer as hereinafter set forth, and the Employer will hire and
          retain the services of the Employee as an employee of the Employer.

          NOW THEREFORE in consideration of the premises and mutual covenants
          and agreements hereinafter contained, the parties hereto hereby
          mutually covenant and agree as follows:

1.   EMPLOYMENT

     a.   The Employee is employed on a full-time basis as EXECUTIVE VICE
          PRESIDENT GLOBAL PRODUCT MARKETING AND COMMUNICATIONS.

     b.   The Employee is employed on a full-time basis for the Employer and it
          is understood that the hours of work involved will vary and may be
          irregular. The Employee acknowledges that this clause constitutes
          agreement to work such hours.

     c.   The Employee acknowledges and hereby agrees to carry out all lawful
          instructions given to the Employee by the Employer.

     d.   The Employee acknowledges and hereby agrees to observe all policies of
          the Employer as the Employer may in its absolute discretion create
          from time to time and to perform all services associated with the
          position herein.

     e.   The Employee acknowledges and agrees that during the currency of this
          agreement, the Employee shall devote the Employee's full-time and
          skill to the duties and responsibilities contemplated herein and shall
          not be engaged in any other employment in any other capacity or any
          other activity that interferes with the provision of the services
          contemplated herein or that is for the benefit of any person,
          corporation or enterprise whose business interests are either
          competitive or in conflict with those of the Employer.

<PAGE>

                                       -2-


2.   EMPLOYMENT TERM

          Subject to being terminated pursuant to the provisions of paragraph 5
          hereof, the term of this agreement shall be indefinite commencing on
          JANUARY 21, 2005.

3.   SALARY AND BENEFITS

     a.   For all services rendered by the Employee in the course of the
          employment hereunder, the Employee shall receive a gross annual salary
          of CDN $300,00.00(subject to statutory withholdings and deductions).
          The said salary is to be paid at such times and in such fashion as is
          in keeping with the ordinary practices and policies of the Employer.

     b.   Employee will also be eligible for an incentive bonus component of
          CDN $100,000.00 (subject to statutory withholdings and deductions)
          based upon the successful realization of targets set on a periodic
          basis by Employer. TO CLARIFY AND WITHOUT LIMITATION TO SECTION 11
          HEREIN, THIS AMOUNT REPLACES ALL PROFIT SHARING COMMITMENTS REFERRED
          TO IN THE OFFER LETTER DATED OCTOBER 25, 2004. All payments will be
          made by bank credit transfer.

     c.   Employee shall be reimbursed, in accordance with Employer's policies
          and procedures, up to CDN $3,500.00 per month for payments made by
          Employee for house and car rental in Ottawa. Said rental payment
          reimbursement shall continue until May 31, 2005 and thereafter cease.
          The Employee shall be entitled to reimbursement of relocation expenses
          for the moving of Employee's household to Ottawa to a maximum 25,000
          US$

     d.   The Employee shall be entitled to participate in such additional
          benefits as are enjoyed from time to time generally by Employees in
          accordance with the established practices and policies of the Employer
          as the Employer may in its absolute discretion create from time to
          time. In this regard, the Employee acknowledges having received a
          description of the benefits in force as of the date hereof.

     e.   Employee acknowledges that the granting of options is made only to
          full time employees, solely at Employer's discretion and subject to
          the terms and conditions of any grant and of Employer's stock option
          plan in effect, from time to time.

     f.   The Employee acknowledges that except as hereinafter set out, there
          are no further benefits and that changes may be made to the current
          benefit program(s), from time to time, by the Employer, as the
          Employer may in its absolute discretion decide without the necessity
          of an amendment hereto.

4.   VACATION

          The Employee shall be entitled to vacation in accordance with the
          Executive Vacation Plan, with the annual accrual beginning at 5 weeks
          per year. The Employee shall take the Employee's vacation entitlement
          in each 12 month period and shall not accrue more than one year's
          vacation entitlement from one 12 month period to the next. Without in
          any way limiting the generality of the foregoing, and subject to
          compliance with the Employment Standards Act, S.0.2000, c. 41 as
          amended, any vacation entitlement not taken in the appropriate 12

<PAGE>

                                       -3-


          month period or the year following shall be lost unless specific
          arrangements are made between the parties, which arrangements are to
          be confirmed in writing and signed by each of the parties hereto prior
          to the expiration of the said period,

5.   TERMINATION

          This agreement and the employment of the Employee hereunder may be
          terminated in the following manner:

     A.   TERMINATION BY THE EMPLOYER

          i.   This agreement may be terminated effective at any time for cause
               by the Employer giving notice in writing of such termination to
               the Employee. If this agreement and the employment of the
               Employee hereunder is so terminated pursuant to this clause (i),
               the Employee shall receive any statutory benefits to which the
               Employee shall be entitled and shall continue to accrue and
               receive the Employee's said annual salary and benefits through to
               the date of termination indicated in the termination notice and
               no more.

          ii.  Between February 3, 2005 and November 1, 2005, this agreement and
               the employment of the Employee hereunder may be terminated at any
               time by the Employer by providing the Employee a payment equal to
               nine (9) months base salary or a payment of base salary that
               would have been paid during the months not yet worked between
               February 1, 2005 and November 1, 2005, whichever is greater. In
               addition, the Employer will provide payment for the equivalent
               number of months of pro rata bonus, as well as maintain the
               Employee's benefits for said period. However, if maintaining
               benefits is not possible, the Employer will pay to the Employee
               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. The Employee acknowledges that the foregoing provisions
               are in satisfaction of and substitution for any and all statutory
               and common law rights, including without limitation, any right to
               reasonable notice of termination.

          iii. After November 1, 2005, this agreement and the employment of the
               Employee hereunder may be terminated at any time by the Employer
               giving to the Employee such notice, or payment in lieu thereof,
               equal to nine (9) months of base salary in lieu of notice, plus
               one (1) month of salary for each completed year of employment, to
               maximum payment of twelve (12) months salary. In addition, the
               Employer will provide payment for the equivalent number of months
               of pro rata bonus payout, as well as maintain the Employee's
               benefits for said period. However, if maintaining benefits is not
               possible, the Employer will pay to the Employee 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. The
               Employee acknowledges that the foregoing provisions are in
               satisfaction of and substitution for any and all statutory and
               common law rights, including without limitation, any right to
               reasonable notice of termination.

          iv.  For the purposes of (ii) and (iii) above, the "pro rata bonus'
               payment to the Employee shall be the greater of (a) the pro rata
               bonus calculated assuming the targets would have been achieved at
               the 100% level; or (b) the pro rata bonus calculated at the

<PAGE>

                                       -4-


          actual percentage of target achieved as of the effective date of
          termination.

     b.   TERMINATION BY THE EMPLOYEE

          This agreement and the employment of the Employee hereunder may be
          terminated at any time by the Employee giving to the Employer 1 weeks
          notice. In the event the Employee terminates employment in accordance
          with the foregoing and, in addition, both

          (i) Good Reason exists for Employee terminating employment; and

          (ii) cause does not exist for Employer to terminate Employee's
          employment, then the Employee shall receive the termination the
          payments as described in subsections 5 a (ii) or (iii) above, as the
          case may be.

          For the purposes of this subparagraph "Good Reason" means (i) the
          material reduction or material modification of Employees's authority,
          duties, title, salary, employee benefits or responsibilities without
          Employee's prior written consent, or (ii) any requirement that
          Employee move her principal place of employment from the Ottawa Area.

     c.   RENTAL ACCOMMODATION REIMBURSEMENT

          In the event that: (i) the Employee enters into a 1 year lease in
          respect of rental accommodations in Ottawa prior to May 31,2005; and
          (ii)the Employee's employment is terminated by the Employer pursuant
          to section 5(a)(ii) or (iii) above or is terminated by Employee for
          Good Reason pursuant to section 5(b) above, during the first year of
          said 1 year lease; and (iii) the Employee is unable to terminate or
          otherwise mitigate Employee's obligations to pay rent for the period
          between the effective date of termination and the end of the 1 year
          lease, then, in such a case, (iv) the Employer shall reimburse the
          Employee for the actual cost of rental payments made by the Employee
          to a maximum of CDN$2085 per month for the balance of the first year
          of the 1 year lease. Notwithstanding the foregoing, the Employee shall
          take reasonable steps as directed by the Employer to mitigate any
          obligations under the remainder of the lease by negotiating an early
          termination of the lease with the lessor or by attempting to sublet
          the premises, and, in either case, the Employer shall be entitled to
          reduce its obligations under this section 5 (c) to the extent of any
          mitigation obtained.

     d.   TERMINATION BY MUTUAL AGREEMENT

          This agreement and the employment of the Employee hereunder may be
          terminated by mutual agreement of the parties hereto in writing, in
          which event the Employee shall continue to accrue and receive the
          Employee's said annual salary and benefits through to the date of
          termination reached pursuant to such mutual agreement.

     e.   TERMINATION BY DEATH

          This agreement and the employment of the Employee hereunder shall be
          automatically terminated by the death of the Employee. All
          compensation to the Employee shall cease at the Employee's death.

     F.   EFFECT of TERMINATION ON STOCK OPTIONS

          Upon termination all stock options shall be treated in accordance with
          the provisions of

<PAGE>

                                       -5-


          the Employer's option plan, as same may be amended from time to time.
          Employee acknowledges that for the purposes of said plan the effective
          date of termination is the date specified in the notice (a and b
          above), established by mutual agreement (c above) or the date of death
          (d above) and shall not be affected by the subsequent decision of any
          Court or other body that the termination was improper, unlawful,
          unfair, without sufficient notice or otherwise deficient in any
          respect. Notwithstanding the foregoing and the terms and conditions
          of the option plan, if, prior to Employees one year anniversary of
          employment:

               (i) Employee is terminated without just cause or Employee
               terminates employment with Good Reason (in accordance with
               subsection 5 b above);

               AND

               (ii) the Employer completes a public offering, is acquired by
               another entity or is merged with another entity such that
               following said merger less than 50% of the shares of the merged
               entity are owned by persons who previously owned the shares of
               the Employer;

               THEN upon the occurrence of the latter of (i) and (ii), the
               Employer shall, at its option, either:

               (iii) cause 25% of the initial grant of Employees options to
               immediately vest;

               OR

               (iv) pay Employee the cash equivalent of the fair market value of
               25% of the initial grant of Employees options (i.e. the fair
               market value of the shares less the option price).

6.   CONFIDENTIALITY, NON-DISCLOSURE AND NON-COMPETITION

     a.   The Employee agrees to hold in strict confidence the business and
          affairs of the Employer and each of its customers/clients. The
          Employee agrees that during the term of this agreement or any renewal
          thereof or at any time thereafter, the Employee will not directly or
          indirectly disclose to any third party or use for any purpose other
          than that of the Employer without the prior written approval of the
          Employer, the following:

               i. Information disclosed to the Employer by or on behalf of a
               customer/client prospective customer/client;

               ii. Information respecting the identity of any customer/client of
               the Employer;

               iii. Information otherwise disclosed to the Employer on a
               confidential basis by third parties, and

               iv. Information otherwise identified to the Employee as
               confidential information of the Employer including without
               limitation any part of the Employer's computer systems, software
               source code, system logic, systems, marketing plans, patents,
               trade secrets, know-how, technical expertise, financial
               information, product information, customer information,
               remuneration packages and other information relating to the
               business of the Employer, whether verbal or written, regardless
               of the form or medium, with respect to the business of the
               Employer, as well as all proprietary and other information of a
               confidential nature which is provided to the Employer by third
               parties.

<PAGE>

                                       -6-


     b.   The Employee's obligations of confidence described above include,
          without limiting the generality of the foregoing:

          i.   Refraining from copying the Employer's confidential information
               without the Employer's prior written permission or as required by
               the Employee's duties.

          ii.  Refraining from removing the Employer's confidential information
               from the Employer's premises without the written permission of
               the Employer.

          iii. Immediately returning upon request the confidential information
               of the Employer in the possession or control of the Employee.

          iv.  Taking every reasonable step to prevent third parties from
               examining and/or making copies of any documents or papers
               (whether in electronic or hard copy form) prepared by the
               Employee or that come into the Employee's possession or under the
               Employee's control by reason of the Employee's employment
               hereunder;

          v.   Using the Employee's best efforts to follow all security policies
               of the Employer, and

          vi.  Upon termination of this agreement, turning over to the Employer
               all documents or papers (whether in electronic or hard copy form)
               and any other materials in the Employee's possession or under the
               Employee's control that relate to the business of the Employer or
               its customers/clients.

     c.   The Employee's obligations of confidence described above do not apply
          to information which is

          i.   available to the public other than by breach of obligations of
               confidence owed by the employee;

          ii.  rightfully received by the Employee, outside of the course of the
               Employee's employment, from a third party without confidentiality
               limitations;

          iii. independently developed by the Employee without recourse to any
               confidential information of the Employer or its
               customers/clients; or

          iv.  known to the Employee prior to first receipt of the same in the
               course of the Employee's employment.

          The mingling of confidential information with information that falls
          within one or more of the exceptions above shall not impair the status
          of, or obligations of confidence and non-use respecting, the
          confidential parts.

     d.   The Employee agrees to promptly advise the Employer of any information
          known to the Employee prior to the Employee's employment with the
          Employer which could be

<PAGE>

                                       -7-


          considered confidential information but which the Employee considers
          to be excluded from the provisions of this agreement. The Employee
          further agrees to disclose any information which the Employee believes
          is qualified by this paragraph before acting upon it.

     e.   The Employee acknowledges that the Employee has a fiduciary obligation
          to the Employer and the Employee agrees that the Employee will not
          during the Employee's employment with the Employer or within 12 months
          thereafter, directly or indirectly:

          i.   hire or attempt to obtain the withdrawal from the Employer or its
               affiliates of any of their respective Employees or consultants;

          ii.  approach, solicit, service or deal with any customer/client,
               potential customer/client or maturing business opportunity of the
               Employer or its affiliates in order to attempt to direct any such
               customer/client, potential customer/client or maturing business
               opportunity away from the Employer or its affiliates;

          iii. solicit or divert any business away from the Employer or its
               affiliates;

          iv.  induce or persuade any customer/client, potential
               customer/client, supplier, agent or other person under contract
               or otherwise associated or doing business with the Employer or
               its affiliates to reduce or alter any such association or
               business with the Employer or its affiliates; or

          v.   otherwise interfere or attempt to interfere with any of the
               contractual, business or economic relationships of the Employer
               or its affiliates with other parties.

     f.   The Employee agrees that the Employee will not either:

          i.   during the Employee's employment with the Employer; or

          ii.  within 6 months thereafter

          serve as an executive, officer, director, employee or in any advisory
          capacity with any competitor, in whole or in part, of the Employer, or
          either individually or in partnership or jointly or in conjunction
          with any person or person's firm, trust, partnership, association,
          syndicate or corporation, as principal, agent, shareholder, trustee or
          in any other matter whatsoever otherwise carry on or be engaged in or
          be concerned with any person or persons, firm, trust, partnership,
          association, syndicate or corporation which is a competitor, in whole
          or in part, of the Employer, except as a shareholder holding less than
          two percent of the outstanding shares or securities of any such
          corporation whose shares or securities are listed and posted for
          trading on a stock exchange recognized for such purpose by the Ontario
          Securities Commission. Notwithstanding the foregoing, if such
          competitor has two or more divisions located at different addresses
          then this paragraph will not prohibit the Employee from becoming
          engaged in a division that neither develops nor markets software
          competitive with the software owned or marketed by the Employer nor
          provides services that are competitive with the services provided by
          the Employer provided further that in such case all other obligations
          of the Employee under this agreement shall continue to apply.

          For the purposes of this clause 6 f., a competitor is Microsoft and/or
          Adobe product lines

<PAGE>

                                       -8-


          that compete directly with the Employer's products.

     g.   The Employee acknowledges that a breach of any of the foregoing
          provisions will give rise to irreparable harm and injury
          non-compensable in damages. Accordingly, the Employer or such other
          party may seek and obtain injunctive relief against the breach or
          threatened breach of the foregoing provisions, in addition to any
          other legal remedies which may be available. The Employee further
          acknowledges and agrees that the enforcement of a remedy hereunder by
          way of injunction will not prevent the Employee from earning a
          reasonable livelihood. The Employee further acknowledges and agrees
          that the covenants contained herein are necessary for the protection
          of the Employer's legitimate business interests and are reasonable in
          scope and content. The Employee further agrees to notify the Employer
          immediately of any breach of the Employee's obligations under this
          agreement which comes to the attention of the Employee.

     h.   The provisions of this paragraph shall survive the termination of the
          employment relationship herein and shall be enforceable not
          withstanding the existence of any claim or cause of action of the
          Employee against the Employer whether predicated upon this agreement
          or otherwise.

7.   OWNERSHIP OF PROPERTY

     a.   The Employee agrees that during the term of his employment with the
          Employer and thereafter any and all equipment, devices or other
          property provided to the Employee by the Employer shall remain the
          property of the Employer. The foregoing shall include all property
          (whether in electronic or hard copy form) including without limitation
          computers, peripherals, software, cellular phones and any other
          equipment;

     b.   Upon termination of this agreement, the Employee shall immediately
          return to the Employer any and all of the foregoing property and shall
          return to the Employer any other property which has been leased or
          rented by the Employer for use by the Employee.

8.   INVENTIONS, DISCOVERIES, INDUSTRIAL DESIGNS, ETC.

     a.   If, during the term of this agreement or any renewal hereof, the
          Employee should:

          i.   Conceive or make any invention or discovery, whether patentable
               or not;

          ii.  Become the author of any design capable of being protected as an
               industrial design, design patent or other design protection;

          iii. Become the author of any work in which copyright may exist;

          iv.  Develop any confidential information which may be capable or
               being protected as a trade secret;

          and if such invention, discovery, design, work or confidential
          information relates in any way

<PAGE>

                                       -9-


          to the business of the Employer or any affiliated entity, such
          invention, discovery, industrial design, work or confidential
          information shall be the sole and exclusive property of the Employer
          or any affiliated entity. The Employee agrees during the term of his
          employment with the Employer and thereafter to promptly disclose to
          the Employer all details and information related thereto and to
          execute on demand any applications, transfers, assignments, moral
          rights waivers and other documents as the Employer may consider
          necessary or advisable for the purpose of vesting in the Employer or
          its designate full title to and enjoyment of such invention,
          discovery, industrial design, work or confidential information, and to
          assist in every way possible in the prosecution of applications for
          the registration of intellectual property rights relating thereto.

     b.   The foregoing shall apply to 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 Employer's business which are
          developed, invented, or written by the Employee alone or together with
          others, including all derivative works during the course of the
          Employee's employment with the Employer, or at any time using the
          Employer's confidential information.

     c.   The Employee acknowledges that from time to time, the Employer uses
          the image, likeliness, voice or other representation of its Employee's
          in connection with the production of corporate reports, advertising
          and promotional materials and training videos. The Employee hereby
          agrees that if, during the course of the Employee's employment with
          the Employer, the Employee participates in such productions, the
          Employer may use the Employee'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 the
          Employee.

9.   DISCLOSURE

     a.   The Employee acknowledges that the Employee 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 the
          Employee's obligations herein, and the Employee agrees that the
          Employee will fully disclose to the Employer at the Employee'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.

     b.   The Employee undertakes and agrees that after the termination of the
          Employee's employment hereunder and prior to entering into any
          contractual relationship with any other party to serve as an officer,
          director, employee, partner, advisor, joint-venturer or in any other
          capacity with any other business, undertaking, association,
          partnership, firm, enterprise or venture, the Employee shall disclose
          to such other party the terms of this Agreement,

10.  APPLICABLE LAW

          This agreement and the rights and obligations of the parties hereunder
          shall be construed and governed in accordance with the laws of the
          Province of Ontario.

11.  ENTIRE AGREEMENT

          This agreement contains the entire understanding and agreement between
          the parties hereto with respect to the employment of the Employee and
          the subject matter hereof and any and

<PAGE>

                                      -10-


          all previous agreements and representations, written or oral, express
          or implied, between the parties hereto or on their behalf, relating to
          the employment of the Employee by the Employer and the subject matter
          hereof, are hereby terminated and cancelled and each of the parties
          hereto hereby releases and forever discharges the other of and from
          all manner of actions, causes of action, claims and demands whatsoever
          under or in respect of any such prior agreements and representations.
          Except as provided herein, no amendment or variation of any of the
          provisions of this agreement shall be valid unless made in writing and
          signed by each of the parties hereto.

12.  SEVERABILITY

          In the event that any provision herein or part thereof shall be deemed
          void, invalid, illegal or unenforceable by a court or other lawful
          authority of competent jurisdiction, this agreement shall continue in
          force with respect to the enforceable provisions and all rights
          accrued under the enforceable provisions shall survive any such
          declaration, and any non-enforceable provision shall, to the extent
          permitted by law, be replaced by a provision which, being valid, comes
          closest to the intention underlying the invalid, illegal or
          unenforceable provision.

13.  NOTICES

          Any consent, approval, notice, request, or demand required or
          permitted to be given by one party to the other shall be in writing
          (including, without limitation, telex or telecopy communications) to
          be effective and shall be deemed to have been given on the earlier of
          receipt or the fifth day after mailing by registered mail as follows:

     a)   If to the Employer, to it at:

          Corel Corporation
          1600 Carling Avenue
          Ottawa, Ontario
          K1Z 8R7

     b)   If to the Employee, at:

          JACQUELINE MAARTENSE
          R.R. #1
          BOX 4211
          PEMBROKE, ONTARIO
          K8A 6W2
          or such other address as may have been designated by written notice.

          Any consent, approval, notice, request or demand aforesaid if
          delivered, telexed or telecopied shall be deemed to have been given on
          the date of such delivery, telex or telecopy transmission. Any such
          delivery shall be sufficient, inter alia, if left with an adult person
          at the above address of the Employee in the case of the Employee, and
          if left with the receptionist at the above address of the Employer in
          the case of the Employer. The Employer or the Employee may change its
          or the Employee's address for service, from time to time, by notice
          given in accordance with the foregoing.

14.  NON WAIVER

          The parties acknowledge and agree that a failure by either party to
          enforce any particular

<PAGE>

                                      -11-


          provision of this agreement shall not be considered a waiver of any of
          its rights and will not release the other party of any responsibility
          for performance under this agreement.

15.  INDEPENDENT LEGAL ADVICE

          The Employee acknowledges that the Employee is aware that the Employee
          has the right to obtain independent legal advice before signing this
          agreement. The Employee hereby acknowledges and agrees that either
          such advice has been obtained or that the Employee does not wish to
          seek or obtain such independent legal advice. The Employee further
          acknowledges and agrees that the Employee has read this agreement and
          fully understands the terms of this agreement, and further agrees that
          all such terms are reasonable and that the Employee signs this
          agreement freely, voluntarily and without duress.

          IN WITNESS WHEREOF the parties hereto have duly executed this
          agreement as of the date first above written.

                                    )   COREL CORPORATION

                                    )
                                    )   Per: /s/ Amish Mehta
                                    )        -----------------------------------
                                    )        Amish Mehta, CEO
                                    )
                                    )
/s/ Gail Oxley                      )   /s/ Jacqueline A. Maartense
------------------------------------    ----------------------------------------
Gail Oxley, VP - Human Resources        Jacqueline A. Maartense