exv10w66



 





Exhibit 10.66









BUSINESS OBJECTS S.A.

2001 STOCK INCENTIVE PLAN – SUBSIDIARY STOCK INCENTIVE SUB-PLAN

RESTRICTED STOCK AWARD AGREEMENT




Subsidiary Beneficiary:




Subsidiary:




     1. Grant. Subsidiary Beneficiary has been granted an award of Restricted Stock Units
(“RSUs”), as set forth in the Notice of Grant of Restricted Stock Units (the “Notice of Grant”) of
this Restricted Stock Award Agreement (the “Agreement”) and subject to the terms and conditions in
this Agreement and the Subsidiary Stock Incentive Sub-Plan (the “Sub-Plan”) to the 2001 Stock
Incentive Plan (the “Parent Plan”). Unless otherwise defined herein, capitalized terms shall have
the meanings ascribed to them in the Parent Plan and the Sub-Plan, as applicable.



     2. Company’s Obligation. Each RSU represents the right to receive one Company ADS on
the vesting date. Unless and until the RSUs vest, the Subsidiary Beneficiary will have no right to
receive ADSs under such RSUs. Prior to actual distribution of ADSs pursuant to any vested RSUs,
such RSUs will represent an unsecured obligation of the Trust, payable (if at all) only from the
general assets of the Trust.



     3. Vesting Schedule. Subject to the signature by the Subsidiary Beneficiary of this
Agreement within 90 calendar days from receipt by the Subsidiary Beneficiary of notification from
the Subsidiary Human Resources manager of this Agreement and subject to paragraph 4 of this
Agreement, the RSUs hereby awarded will vest for the benefit of the Subsidiary Beneficiary
according to the vesting conditions specified in the Notice of Grant.



     4. Forfeiture upon Termination as Service Provider. Notwithstanding any contrary
provision of this Agreement, if the Subsidiary Beneficiary terminates his or her Continuous Status
as a Beneficiary for any or no reason prior to vesting, the unvested RSUs awarded by this Agreement
will thereupon be forfeited at no cost to the Trust.



     5. Payment Upon Vesting. Any RSUs that vest in accordance with paragraph 3 of this
Agreement will be delivered to the Subsidiary Beneficiary (or in the event of the Subsidiary
Beneficiary’s death, to his or her estate) in ADSs.



     6. Tax Withholding. Notwithstanding any contrary provision of this Agreement, no ADSs
shall be distributed to the Subsidiary Beneficiary unless and until satisfactory arrangements (as
determined by the Trustee) will have been made by the Trustee with respect to the payment of
income, employment and any other taxes which the Trustee determines must be withheld with respect
to such ADSs. The Trustee, in its sole discretion and pursuant to such procedures as it



 









 







may
specify from time to time, may permit the Subsidiary Beneficiary to satisfy such tax withholding
obligation, in whole or in part by one or more of the following: (a) paying cash, (b) electing to
have the Trustee withhold otherwise deliverable ADSs having a value equal to the minimum
amount statutorily required to be withheld, (c) delivering to the Trustee already vested and owned
ADSs having a value equal to the amount required to be withheld, or (d) selling a sufficient number
of such ADSs otherwise deliverable to the Subsidiary Beneficiary through such means as the Trustee
may determine in its sole discretion (whether through a broker or otherwise) equal to the amount
required to be withheld. If the Subsidiary Beneficiary fails to make satisfactory arrangements for
the payment of any required tax withholding obligations hereunder at the time any applicable ADSs
otherwise are scheduled to vest pursuant to Section 3, the Subsidiary Beneficiary will permanently
forfeit such ADSs and the ADSs will be returned to the Trust at no cost.



     7. Payments after Death. Any distribution or delivery to be made to the Subsidiary
Beneficiary under this Agreement will, if the Subsidiary Beneficiary is then deceased, be made to
the administrator or executor of the Employee’s estate. Any such administrator or executor must
furnish the Trustee with (a) written notice of his or her status as transferee, and (b) evidence
satisfactory to the Trustee to establish the validity of the transfer and compliance with any laws
or regulations pertaining to said transfer.



     8. Rights as Shareholder. Neither the Subsidiary Beneficiary nor any person claiming
under or through the Subsidiary Beneficiary will have any of the rights or privileges of a
shareholder of the Company in respect of any ADSs deliverable hereunder unless and until
certificates representing such ADSs will have been delivered to the Subsidiary Beneficiary or
Subsidiary Beneficiary’s broker.



     9. Address for Notices. Any notice to be given to the Trustee under the terms of this
Agreement will be addressed to the Trustee at Allecon Stock Associates, 25900 West Eleven Mile,
Suite 140, Southfield, MI 48034, USA, or at such other address as the Trustee may hereafter
designate in writing or electronically.



     10. Grant is Not Transferable. Except to the limited extent provided in paragraph 7,
this grant and the rights and privileges conferred hereby will not be transferred, assigned,
pledged or hypothecated in any way (whether by operation of law or otherwise) and will not be
subject to sale under execution, attachment or similar process. Upon any attempt to transfer,
assign, pledge, hypothecate or otherwise dispose of this grant, or any right or privilege conferred
hereby, or upon any attempted sale under any execution, attachment or similar process, this grant
and the rights and privileges conferred hereby immediately will become null and void.



     11. Binding Agreement. Subject to the limitation on the transferability of this grant
contained herein, this Agreement will be binding upon and inure to the benefit of the heirs,
legatees, legal representatives, successors and assigns of the parties hereto.



     12. Additional Conditions to Issuance of Stock. If at any time the Trustee will
determine, in its discretion, that the listing, registration or qualification of the ADSs upon any



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securities exchange or under any state or federal law, or the consent or approval of any
governmental regulatory authority is necessary or desirable as a condition to the issuance of ADSs
to the Subsidiary Beneficiary (or his or her estate), such issuance will not occur unless and
until such listing, registration, qualification, consent or approval will have been effected or
obtained free of any conditions not acceptable to the Trustee.



     13. Sub-Plan Governs. This Agreement is subject to all terms and provisions of the
Sub-Plan. In the event of a conflict between one or more provisions of this Agreement and the
Sub-Plan, the provisions of the Sub-Plan will prevail.



     14. Subsidiary Administrator Authority. The Subsidiary Administrator will have the
power to interpret the Sub-Plan and this Agreement and to adopt such rules for the administration,
interpretation and application of the Sub-Plan as are consistent therewith and to interpret or
revoke any such rules (including, but not limited to, the determination of whether or not any RSUs
have vested). All actions taken and all interpretations and determinations made by the Subsidiary
Administrator in good faith will be final and binding upon Subsidiary Beneficiary, the Trustee, the
Subsidiary and all other interested persons. No member of the Subsidiary Administrator will be
personally liable for any action, determination or interpretation made in good faith with respect
to the Sub-Plan or this Agreement.




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BUSINESS OBJECTS S.A.

2001 STOCK INCENTIVE PLAN

SUBSIDIARY STOCK INCENTIVE SUB-PLAN




RESTRICTED STOCK AWARD AGREEMENT

NOTICE OF GRANT OF RESTRICTED STOCK UNITS




Date of receipt of this Agreement:

Name of Subsidiary Beneficiary:

Subsidiary:




     You have been granted a number of RSUs set forth below. Each such RSU is equivalent to one
ADS of the Company. None of the RSUs will be issued (nor will you have the rights of a shareholder
with respect to the underlying shares) until the vesting conditions described below are satisfied.
Additional terms of this grant are as follows:



Grant number:




Date of Grant




Number of RSU




Expiration Date:




Vesting conditions:




     The vesting schedule and conditions of RSUs granted to the Subsidiary Beneficiary could be
accelerated and/or amended in compliance with the terms and conditions of the eventual change in
control settlement agreements signed by the Subsidiary Beneficiary.



     By your signature, you agree that these RSUs are granted under and governed by the terms and
conditions of the Sub- Plan and this Agreement. Moreover, by signing this Agreement you
acknowledge receipt of the rules of the Sub-Plan and of this Agreement, you represent that you have
reviewed the Sub-Plan and this Agreement in their entirety, had the opportunity to obtain the
advice of counsel prior to executing this Agreement and fully understand all provisions of the
Sub-Plan and this Agreement. You hereby agree to accept as binding, conclusive and final all
decisions or interpretations of the Subsidiary Administrator upon any questions relating to the
Sub-Plan and Agreement. You further agree to notify the Trustee upon any change in the residence
address indicated above. You acknowledge and agree that these RSUs and the associated vesting
conditions do not constitute an express or implied promise of continued employment and shall not
interfere in any way with your right or the Subsidiary’s right to terminate your employment at any
time. Further, the benefits, if any, arising from your RSUs, shall not form any part of your
wages, pay or remuneration or count as wages, pay or remuneration for pension fund or other
purposes. In no circumstances shall you, on ceasing to



 









 







hold your office or employment, be entitled
to any
compensation for any loss of any right or benefit or prospective right or benefit under the
Sub-Plan, which you might otherwise have enjoyed, whether such compensation is claimed by way of
damages for wrongful dismissal or other breach of contract or by way of compensation for loss of
office or otherwise.



     The Sub-Plan is incorporated herein by reference. The Sub-Plan and this Agreement constitute
the entire agreement of the parties with respect to the subject matter hereof and supersede in
their entirety all prior undertakings and agreements with respect to the subject matter hereof, and
August not be modified adversely to your interest except by means of a writing signed by you and
the Trustee.



	 	 	 	 	 
	SUBSIDIARY BENEFICIARY:

	 	SUB-PLAN TRUST:	 	 
	 
	 	 	 	 
	 	 	 	 	 
	Signature
	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	Print Name

	 	James McBride, Trustee
	 	 







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