COREL CORPORATION
STOCK OPTION PLAN 2000
1. Purpose of the Plan
The purpose of the Stock Option Plan 2000 is to develop the interest and incentive of eligible participants of
Corel Corporation and its subsidiaries (the "Company") in the Company's growth and development by giving
eligible participants an opportunity to purchase Common Shares on a favourable basis, thereby advancing the
interests of the Company and its shareholders and increasing the ability of the Company to attract and retain
skilled and motivated individuals in the service of the Company.
The Board of Directors has approved the terms of this Plan.
2. Definitions
In this Plan:
(a) " Associate " has the meaning assigned by the Securities Act (Ontario), as amended from time to time;
(b) " Board of Directors " means the board of directors of the Company;
(c) " Committee " means the appropriate compensation committee of three or more members appointed by the
Board of Directors to administer the Plan. All references in the Plan to the Committee means the Board of
Directors if no Committee has been appointed;
(d) " Common Shares " means the Common Shares of the Company or in the event of an adjustment
contemplated in Section 9 hereof, such other Common Shares to which a Participant may be entitled upon the
exercise of an option as a result of such readjustment;
(e) " Consultant " means a person that
(i) is engaged to provide on a bona fide basis consulting, technical, management or other services to the
Company under a written contract between the Company and that person or a company or partnership of which
that person is an employee, shareholder or partner; and
that person is an employee, shareholder or partner; and
(ii) in the reasonable opinion of the Company, spends or will spend a significant amount of time and attention on
the affairs and business of the Company;
(f) " Date of Grant " means the date a Participant is granted an option to purchase Option S