Directors Remuneration

The company's policies prohibit long-fixed contracts and contractual termination payments. The company requires mutual notice periods for directors, but never in excess of 12 months. All executive directors have service contracts and all non-executive directors have appointment letters. All agreements provide for notice of 12 months or less, although do not have a specified fixed term, and all permit garden leave up to the length of the notice period. No other amounts are payable on termination. All terms of appointment are subject to the provisions of the Companies Act 1985 and the requirement to retire by rotation on the third anniversary of the previous election.

No director is entitled to any automatic payment by virtue of early termination of their contract or a change in control of the company. Directors' remuneration is not linked to share price performance. Details of executive directors service contracts are as follows:

Executive directors' bonus targets in 2007 were for achieving (i) organic revenue growth of at least 15% and (ii) adjusted earnings per share growth of at least 35%. The targets were selected as objective, challenging growth targets designed to meet the growth objectives of the company. In selecting the targets and levels of compensation the committee reviewed the plans of similarly situated technology companies. Each target was achieved.

Each executive director is entitled to current benefits generally made available to all employees and any fees or remuneration he is entitled to as a director of Autonomy. Payment of salary in lieu of notice is permitted on termination. For a fixed period following the termination of employment, each of Dr. Lynch and Mr. Hussain are prohibited from soliciting the company's clients, customers and employees and from competing with us in a similar geographic area.

Messrs. Ariko, McMonigall and Perle serve as directors under appointment letters dated 7 January 2000, 2 July 1998 and 23 February 2000, respectively. Under these letters as updated, Messrs. Ariko, McMonigall and Perle are each entitled to an annual fee of $50,000. Either party to each of these letters may terminate the appointment upon three months' notice or payment of salary in lieu of notice. Mr. Gaunt serves as a director under an appointment letter dated 9 July 1998. Under this letter, as updated, Mr Gaunt is entitled to an annual fee of £18,000. Either party may terminate the appointment upon six months' notice or payment of salary in lieu of notice.