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EXHIBIT 4.1



Option Terms

Applying to the

Stock Options with Subscription Rights to Ordinary Shares

for the SAP Stock Option Plan 2002


Preamble


Subject as is set forth in the resolution of the General Meeting of
Shareholders and subject to the approval of the Supervisory Board, the General
Meeting of Shareholders of SAP Aktiengesellschaft Systeme, Anwendungen,
Produkte in der Datenverarbeitung, Walldorf (SAP AG) of May 03, 2002 authorized
the Executive Board to issue stock options for the SAP Stock Option Plan 2002
not later than April 30, 2007. The option terms applying to these stock options
are as set forth below.


Article 1

General provisions


The stock options shall be represented by one or more global certificates. The
global certificates shall bear the signatures of two members of the SAP AG
Executive Board and that of the Chairperson of the SAP AG Supervisory Board,
and a check signature. The global certificates shall be deposited with
Clearstream Banking AG. Rights to the provision of individual certificates are
excluded.


Article 2

Subscription rights



	(1)	 	Subject as is set forth below, stock option holders shall have the right
to subscribe for voting bearer SAP AG ordinary shares until the expiration
of the five-year period defined in article 3 (1) below. Each stock option
entitles its holder to purchase one SAP AG ordinary share, the
consideration for which shall be the payment of the exercise price as
detailed in article 5 below.
	 
	(2)	 	The new ordinary shares are eligible for dividends from the beginning of
the first fiscal year for which no resolution of the General Meeting of
Shareholders for the appropriation of retained earnings had been adopted
before the time at which the subscription right was exercised.



 






 







	(3)	 	The subscription rights are secured by the Contingent Capital
approved by the SAP AG General Meeting of Shareholders on May 03, 2002.
SAP AG as optioner is entitled, at SAP AG’s option, to satisfy the
subscription right by issuing to the option holder treasury shares
rather than new shares pursuant to the Contingent Capital and the
option holder shall accept, at SAP AG’s option, treasury shares or new
shares pursuant to the Contingent Capital in satisfaction of the option
holder’s subscription right. To the extent option holders are
management members or selected executives and other top performers of
Group Companies, subscription rights may at SAP AG’s option also be
satisfied by having shares in SAP AG transferred to the option holders
by a credit institution acting under an agreement with SAP AG instead
of by issuing to the option holders new shares pursuant to the
Contingent Capital, and the option holder shall accept, at SAP AG’s
option, shares in SAP AG transferred to the option holders by a credit
institution instead of shares pursuant to the Contingent Capital or
treasury shares in satisfaction of the option holder’s subscription
right.



Article 3

Term, vesting periods, exercise times, exercise days



	(1)	 	The term of the stock options shall be five years. They lapse five years
after their Issue Date as defined herein. Irrespective of the time when
the stock options are secured and posted to the securities account of
their holders, the Issue Date shall be deemed to be and is defined as the
day on which SAP AG or the credit institution acting for SAP AG accepts
the option acceptance notice of the person who is entitled under SAP Stock
Option Plan 2002.
	 
	(2)	 	Subscription rights do not vest and cannot be exercised until a vesting
period has elapsed. The vesting period of an option holder’s subscription
rights ends two years after the Issue Date of that holder’s options. Each
subscription right associated with a stock option is exercisable only in
whole. Exercise of part of a subscription right is excluded.
	 
	(3)	 	Subscription rights cannot be exercised during the following periods: (i)
between the sixteenth day of the last month of a fiscal quarter and the
day on which SAP announces the provisional results for that quarter
(inclusive) and (ii) between March 16 in any year and the day of the SAP
Annual General Meeting of Shareholders (inclusive). Further, subscription
rights cannot be exercised during the period between the day SAP AG
publishes, in one of the journals recognized by the Frankfurt stock
exchange for that purpose, a subscription offer for new shares or bonds
with



 






 





	 	 	conversion or subscription rights for SAP AG shares, until the last day
of the subscription term, inclusive, provided that for the purposes of
this provision an offer under the SAP Stock Option Plan 2002 or successor
participation programs that excludes shareholder preemptive rights shall
not be a subscription offer for new shares or bonds with conversion or
subscription rights for SAP AG shares.
	 
	(4)	 	Within the permitted periods for
subscription right exercised in
accordance with (2) and (3), subscription rights can be exercised with
effect on January 30, February 15, March 10, May 15, June 10, July 30,
August 15, September 10, October 30, November 15, and December 10
(Exercise Days) in any year only. If the Exercise Day falls on a Saturday
or Sunday, or on a public holiday at the domicile (registered office) of
the issuing office, the Exercise Day shall be the next following bank
business day at the domicile (registered office) of the issuing office.



Article 4

Exercise notice



	(1)	 	To exercise their subscription right, option holders must submit an
exercise notice using the form provided by SAP AG; the exercise notice may
be submitted by fax or e-mail or intranet or comparable electronic
communications system provided that the written original signed exercise
notice required pursuant to the German Stock Corporation Act, section 198,
is received in duplicate at the domicile (registered office) of the
issuing office not later than 6 P.M. local time on the last bank business
day before the Exercise Day. The option holder can authorize the issuing
office to submit the exercise notice required pursuant to the German Stock
Corporation Act, section 198, in his or her name.
	 
	(2)	 	Exercise notices must be received by the issuing office not later
than 6 P.M. local time on the seventh calendar day prior to the
Exercise Day. Exercise notices received after this deadline shall be
disregarded and shall not take effect as exercise notices for the next
available Exercise Day. If the seventh calendar day prior to the
Exercise Day is not a bank business day at the domicile (registered
office) of the issuing office, an exercise notice shall be deemed to
have been received in good time if it is received not later than 6 P.M.
on the next following bank business day at the domicile (registered
office) of the issuing office. Following payment of the exercise price,
the shares to be issued or to be transferred in satisfaction of the
exercise of subscription rights shall be delivered by way of deposit
credit in the Clearstream Banking AG clearing system or realized in
favor of the option holder, as instructed in the exercise notice. The
exercise price is payable to SAP AG on the Exercise Day.



 






 







	(3)	 	The option holder can revoke his or her exercise notice in whole,
subject to the following provisions. The revocation must be effected
using a form provided by SAP AG, which may be submitted by fax or
e-mail or intranet or comparable electronic communications system. The
revocation notice must be received at the domicile (registered office)
of the issuing office not later than 6 P.M. local time on the last bank
business day before the Exercise Day. The revocation takes effect only
if, on the last bank business day at the domicile (registered office)
of the issuing office before the Exercise Day, the SAP AG ordinary
share closing auction price in the Frankfurt stock exchange Xetra
trading system (or its successor system) is 20% or more below the SAP
AG ordinary share closing auction price in the Frankfurt stock exchange
Xetra trading system (or its successor system) on the Comparator Day.
The Comparator Day is the last day for effective receipt of the
exercise notice under (2). If no closing auction price for the SAP AG
ordinary share is determined in the Frankfurt stock exchange Xetra
trading system (or its successor system) on that day, the Comparator
Day shall be the last day on which a closing auction price is
determined in the Frankfurt stock exchange Xetra trading system (or its
successor system) for the SAP AG ordinary share before the last day for
effective receipt of the exercise notice under (2).
	 
	(4)	 	If SAP AG satisfies subscription rights granted under the Stock
Option Plan 2002 with treasury shares or if SAP AG instructs a credit
institution to satisfy the subscription rights, the exercise notice
shall be construed as being properly dischargeable in either or both of
such manners, as the case may be.
	 
	(5)	 	The issuing office and the credit institution that may be
instructed to satisfy subscription rights is Deutsche Bank Gruppe,
Frankfurt am Main, Germany.



Article 5

Exercise price



	(1)	 	The exercise price for one ordinary SAP AG share shall be 110% of the
base price. The base price for any stock option shall be the arithmetic
mean SAP share closing auction price in the Frankfurt stock exchange Xetra
trading system (or its successor system) over the five business days
immediately before the Issue Date of that stock option. These provisions
notwithstanding, the exercise price shall be not less than the closing
auction price on the day before the Issue Date.
	 
	(2)	 	If, during the term of the stock options, the capital stock of SAP AG is
increased by the issue of new shares or the sale by SAP AG of its own
shares, or bonds are issued carrying conversion



 






 





	 	 	rights or options for SAP AG shares, and holders of ordinary shares are
granted preemptive rights, then the exercise price shall be reduced to
reflect the ratio between the average price of the ordinary shareholders’
preemptive rights over all of the days on which the preemptive rights
were traded on the Frankfurt stock exchange, and the SAP AG ordinary
share closing price in the Frankfurt stock exchange Xetra trading system
(or its successor system) on the last trading day before the exercise of
the subscription rights. Such a reduction shall not be applied if the
stock option holders are afforded subscription rights that are equivalent
to the preemptive rights enjoyed by the ordinary shareholders.
	 
	(3)	 	These provisions notwithstanding, the minimum exercise price shall in all
cases be the lowest issue price within the meaning of the German Stock
Corporation Act, article 9 (1).
	 
	(4)	 	The exercise price is also subject to adjustment in the event of capital
restructuring during the term of the stock option as follows:
	 
	 	 	If the SAP AG capital stock is increased from corporate funds by issuing
new shares, the stock option holder’s entitlement to acquire new shares
by exercising the subscription rights increases proportionately, and the
exercise price per share reduces in the same proportion. If capital stock
is increased from SAP AG’s reserves without issuing new shares (German
Stock Corporation Act, section 207 (2) (sentence 2)) the subscription
right under the stock options and the exercise price shall remain
unchanged. If the SAP AG capital stock is reduced, a stock option
holder’s entitlement to acquire new shares by exercising the subscription
rights decreases proportionately, and the exercise price per share
increases in the same proportion. The same provisions apply analogously
in the event of a splitting or amalgamation of shares.
	 
	(5)	 	If an adjustment is made in accordance with these provisions, fractional
shares shall not be issued to satisfy subscription rights; fractional
entitlements shall be settled through payment of their cash equivalent
once the fractional shares have been consolidated by the issuing office
and sold on the best available terms for the benefit of the bond holders.
	 
	(6)	 	SAP AG shall notify the stock option holders as provided in article 8 (4)
without delay of any adjustment made in accordance with the foregoing
provisions.



 






 






Article 6

Nonnegotiability



	(1)	 	Except in the case of death, the stock options are not negotiable.
Holders of the associated subscription rights may only exercise those
rights while they are employees of SAP AG or an SAP Group Company and
termination notice has not been served with respect to their employment.
Notwithstanding the foregoing provision, holders of subscription rights
that have vested (as set forth in article 3 (2)) at the time when
employment termination notice is served or at the time when the employment
ends if it is not terminated by notice without the circumstances
envisioned in (2) being applicable, may exercise their subscription rights
within a grace period of three months after employment termination notice
is served or the employment ends, subject to the provisions in article 3
concerning times when subscription rights cannot be exercised. If these
subscription rights are not exercised within the grace period, they lapse
at the end thereof. Subscription rights that have not vested shall lapse
at the time when employment termination notice is served or at the time
when the employment ends if it is not terminated by notice.
	 
	(2)	 	In the event of death, stock options pass to the estate of the option
holder. The provisions in (1) notwithstanding and subject to the
provisions in article 3 concerning times when subscription rights cannot
be exercised, subscription rights can be exercised by the successors not
later than two years after death, provided always that the vesting period
in article 3 (2) has ended before the end of those two years. At that time
the stock options lapse. The same provisions apply analogously in cases of
retirement, mutually agreed termination, and where the SAP Group Company
through which the option holder is employed is retired from the SAP Group.



Article 7

Revocation


SAP AG may by declaration of revocation revoke the stock options during the
first vesting period, thereby extinguishing the subscription rights, if
during that period proceedings are brought challenging the validity of
any resolution of the General Meeting of Shareholders of May 03, 2002.


Article 8

Miscellaneous provisions



	(1)	 	These terms shall be governed by German law.
	 
	(2)	 	The place of performance is Walldorf, Germany.



 






 







	(3)	 	The place of jurisdiction for all disputes arising out of the matters set
forth in these option terms is Heidelberg, Germany.
	 
	(4)	 	All notices required to be given by SAP AG may be given, at the option of
SAP AG, in writing or by e-mail to the option holders or in the German
Federal Gazette.
	 
	(5)	 	To the extent permitted by law, all taxes, social security contributions,
and other imposts arising in connection with the issue of the stock
options, the exercise of subscription rights, and the assignment of
subscribed shares shall be borne exclusively by the stock option holders.
	 
	(6)	 	If any provision in these option terms is or becomes ineffective or
unenforceable in whole or in part the other provisions shall remain
unaffected. Where there is a lacuna by reason of the ineffectiveness or
unenforceability of a provision in these option terms an appropriate
additional provision reflecting the interests of the parties shall be
construed.
	 
	(7)	 	SAP AG reserves the right to unilaterally alter formal provisions
in these Option Terms if there are proper reasons so to do. Notably,
provisions that can be unilaterally altered include without limitation
the provisions in article 3 (3) concerning the periods during which
subscription rights can be exercised, the provisions in article 3 (4)
concerning Exercise Days, the provisions in article 4 (1) and (2)
concerning the form of and the time for submission of the exercise
notice, the provisions in article 4 (3) concerning revocation of the
exercise notice, the provisions in article 4 (5) concerning the issuing
office and the credit institution that may be instructed to satisfy
subscription rights, and the provisions of (4) in this present article
concerning notices. SAP AG reserves the right to unilaterally alter
substantive provisions in these Option Terms where such alteration is
exclusively to the advantage of the option holders.