This Employment Agreement is made as of April 21, 1995 by and among Stream International Inc., a Delaware
corporation (the "Company"), RRD (as hereinafter defined) and Rory J. Cowan (the "Executive").
1. The Executive has been employed by R.R. Donnelley & Sons Company, a Delaware corporation ("RRD").
2. It is currently contemplated that a business combination (the "Merger") will be effected between the Company
and Corporate Software Incorporated, a Delaware corporation, or certain of their respective affiliates pursuant
to a contribution agreement dated on or about the date hereof (the "Merger Agreement") among the Company,
Software Holdings, Inc., a Delaware corporation and the indirect parent of Corporate Software Incorporated
("CSI"), and RRD, as a result of which the Company and its subsidiaries will operate the businesses currently
operated by Corporate Software Incorporated and previously operated by the GSS Division of RRD.
3. The operations of the Company and its affiliates are and following the Merger will be a complex matter
requiring direction and leadership in a variety of areas.
4. The Executive has certain experience and expertise that qualify him to provide the direction and leadership
required by the Company and its subsidiaries.
5. Subject to the terms and conditions hereinafter set forth, the Company therefore wishes to employ the
Executive as its Chairman and the Executive wishes to accept such employment.
Now, therefore, the parties hereto hereby agree as follows:
1. Employment. Subject to the terms and conditions set forth in this Agreement, the Company offers and the
Executive hereby accepts employment, effective as of the effective time of the Merger (the date on which the
Merger takes effect being referred to herein as the "Effective Date").
2. Term. Subject to earlier termination as hereafter provided, the Executive shall be employed hereunder for an
original term commencing on the Effective Date and