exv10w24



 



Exhibit
10.24




FRENCH EMPLOYEE SAVINGS PLAN

 as amended on June 28, 2007




AMENDMENT 3 TO THE PLAN DOCUMENT




PREAMBLE



a) The terms and conditions defined in this amendment 3 (the “Amendment”) cancel and replace in
their entirety the Plan Document implemented on October 28, 1998;



b) This Amendment in no way affects the unavailability periods of blocked funds or the tax
treatment of sums previously invested by Company employees under the applicable Plan Document.




Article 1 of the Amendment: Subject:



The purpose of this Amendment is to set forth the terms applicable to the capital increase reserved
to Plan participants decided by the Chief Executive Officer on June 15, 2007, in compliance with
the delegation of the Board meeting of June 5, 2007, hereafter the “Capital Increase”.



****************************************************************************************************************



COMPANY SAVINGS PLAN DOCUMENT




Note: English version for information only — no legal value



Business Objects S.A. (“the Company”), a joint-stock company governed by a board of directors,
headquartered at 157- 159 Rue Anatole France, 92300 Levallois-Perret, registered with the Company
and Trade Registry of Nanterre under number B 379 821 994 and represented by Mr. Stéphane Massas,
acting in his capacity as Vice President of European Human Resources,



Has established, under the provisions of Title IV of Volume IV of the Labor Code,



A company savings plan (“the Plan”), intended to permit both current employees and those who have
retired or taken early retirement from the Company to build a securities portfolio with Company
assistance, subject to the provisions of this Plan Document.




RECITALS



The Plan is intended to give Company employees a stake in its development and growth by
purchasing Company shares under preferential conditions and holding them through the Business
Objects Actionnariat company investment fund.



Other investment vehicles, including Capi-Equilibre, a diversified company investment fund and
Capi-Sécurité, a secure company investment fund, are also available to participants wishing to
diversify their investments.



This Plan Document sets forth in particular the terms applicable to the Capital Increase reserved
to Plan participants decided by the Chief Executive Officer on June 15, 2007, in compliance with
the delegation of the Board meeting of June 5, 2007. The Company shares purchased in the scope of
this offer will be subscribed to via the Business Objects September 2007 company investment fund,
then promptly transferred to the Business Objects Actionnariat company investment fund.




1









 





TITLE I — ENROLLMENT IN THE PLAN




Article 1 —who is eligible





	1.1	 	All Company employees are eligible to join the Plan after having been “legally employed” by
the Company for at least three months. “Legally employed”, in accordance with Labor law,
means being an employee of the company, without subtracting for periods of suspension of the
employment contract for whatever reason.
	 
	1.2	 	Retired Company employees, including those having taken early retirement, who joined the Plan
before their departure and remained in the Plan from that date by maintaining their
investment, whether partially or totally, in the Plan, may continue to make contributions to
the Capi-Sécurité and Capi-Equilibre multi-company funds.
	 
	1.3	 	No voluntary contribution, except for that of an elective profit-sharing distribution
payment, may be made as of the date of departure from the Company for any reason other than
retirement or early retirement.





Article 2 — Enrollment formalities



Monetary contributions as well as the transfer of Company shares to the Plan entitle an employee to
all rights attached to full Plan participation.




2.1 — Optional enrollment



Every Plan beneficiary making a voluntary contribution to the Plan fills in a participation form
provided by the Company. Participation is effective from date of deposit of the form with the
Human Resources Department of the Company.




2.2 — Automatic enrollment



As the amounts distributed within the scope of the statutory profit-sharing scheme are required to
be paid into the Plan under the Company statutory profit-sharing agreement, no formalities for
individual participation are therein required.




TITLE II — PLAN CONTRIBUTIONS




Article 3 — Origin of Plan contributions



Contributions can be made to the Plan by:



- The employee’s share of the special reserve of the statutory profit-sharing scheme
under the terms of the profit-sharing agreement;



- The voluntary contribution of the elective profit-sharing distribution payment under the terms of
the elective profit-sharing agreement;



- Other individual voluntary contributions;



- Company matching contributions, if so granted;



- Company shares resulting from an exercise of options granted under the provisions of Article L.
225-177 or Article L. 225-179 of the Commercial Code;




2









 




- The income and investment earnings on Plan assets, as well as the dividend and other tax credits
applicable thereto, except certain income and products of the shares resulting from the
exercise of the foregoing mentioned options, i.e. the dividends, the avoir fiscal and the related
tax credit and the cash resulting from the sale of the fractional rights under share capital
increases by incorporation of profits, reserves and premiums.




Article 4 — Contribution Methods 




4.1 — Statutory profit-sharing



Under the provisions of Article R. 442-10 of the Labor Code, the distribution of the statutory
profit-sharing special reserve must be made to its beneficiaries before the first day of the fourth
month following the closing of the fiscal year to which the distribution applies. After that date,
the Company must calculate and add interest at a rate fixed by law to the profit-sharing payment.
The interest must be paid at the same time as the principal and under the same conditions.




4.2 — Voluntary contributions



All Plan beneficiaries as defined under the clause 1.1 herein may make voluntary contributions to
the Plan.



The total annual amount of the sums contributed by the Plan participant may not exceed the legal
ceiling which, as of the date of this Plan Document, is one-quarter of the participant’s annual
gross salary if an employee and one-quarter of the pension amount received per year if the
participant is retired or has taken early retirement. Only voluntary contributions, defined as
elective profit-sharing distribution amounts, regular and special contributions are taken into
consideration for purposes of calculating the maximum annual contribution, not the other means of
contribution.



4.2.1 — Elective profit-sharing distribution payment



Under the applicable Company elective profit-sharing agreement, the beneficiary of an elective
profit-sharing plan may elect to contribute all or a part of his/her elective profit-sharing
distribution payment.



4.2.2 — Regular contributions in the scope of annual savings plan



The employee participant may make voluntary contributions in the scope of an annual savings plan,
wherein the participant fixes an annual contribution amount at the time of joining the Plan. The
annual contribution amount may be increased or decreased at the beginning of each calendar year,
and shall be equal to a minimum of 160.00 euros per year.



Contributions, divided into four parts, are automatically deducted from the employee’s salary the
last month of each quarter. Contributions can nonetheless be suspended, increased or decreased in
the course of the year, as long as the Human Resources department is notified before the
5th of the month of the relevant suspension, increase or decrease.



4.2.3 — Special contributions



4.2.3.1 -Independent of any regular contributions, a participant may make special contributions to
the Plan.



Special contributions are possible at any time, either by check or by payroll deduction.



4.2.3.2 —If the participant makes a special contribution to the Plan within the scope of the
Capital Increase, the amount of this contribution may not exceed:




3









 




(i) Either 10% of the gross salary paid to the participant between February 1st , 2007
and August 31, 2007, with the additional limitation that the authorized subscription amount is
capped under section 423(b)(8) of the United States Internal Revenue Code of 1986, as amended;



(ii) Or the exchange value of 500 “parts” of the Business Objects Septembre 2007 fund.
The maximum number of “parts” of the Business Objects Septembre 2007 fund to be purchased by the
participant, within the limits set forth in (i) and (ii), is then multiplied by the total number of
available shares in the scope of the offer and divided by the maximum number of Business Objects
Septembre 2007 fund “parts” to be purchased by all employees, within the limits set forth in (i)
and (ii), and finally rounded down to a whole number.



4.2.4 — Contribution of Company shares resulting from the exercise of options



When the stock option beneficiary consents, subject to the conditions described under Article L.
225-177 or Article L. 225-179 of the Commercial Code, to use the holdings that s/he has under the
Plan to exercise options, the resulting shares assigned to the participant are placed in the Plan.




Article 5 — income, dividend and other tax credits



The income and return on amounts placed in the Plan are automatically reinvested therein. The same
applies to relevant dividend and other tax credits, for which a refund will be requested from the
administration.



Notwithstanding the foregoing provisions, certain incomes or products of shares resulting from the
exercise of options in accordance with the Article L 225-177 or Article L225-179 of the Commercial
Code will not be reinvested in the Plan and will be paid to their owners. These incomes and
products are dividends, the avoir fiscal and any other tax credit, as well as the cash resulting
from the sale of the fractional rights under share capital increases by incorporation of profits,
reserves and premiums.




TITLE III — ADMINISTRATION OF SUMS AND SHARES TO BE PAID INTO THE PLAN AND PARTICIPANT ASSETS




Article 6 — Investment Vehicles



6.1 — Investment of sums paid into the Plan



Sums paid into the Plan are used to purchase “parts”:





	-	 	Of the Business Objects Actionnariat company investment fund,
registered with the French securities and exchange commission (“AMF”)
under number 07127, governed by Article L. 214-40 of the Monetary and
Financial Code;
	 
	-	 	Of the Capi-Equilibre multi-company fund, registered with the French
securities and exchange commission (“AMF”) under number 01538,
governed by Article L. 214-39 of the Monetary and Financial Code;
	 
	-	 	Of the Capi-Sécurité multi-company fund, registered with the French
securities and exchange commission (“AMF”) under number 03935,
governed by Article L. 214-39 of the Monetary and Financial Code;
	 
	-	 	Of the Business Objects Septembre 2007 multi-company fund
currently in approval stages with the French securities and exchange
commission (“AMF”) governed by Article L. 214-40 of the Monetary and
Financial Code.





4









 




These funds together are referred to as the “Funds” herein.



The official Fund Document is available to all participants. All participants receive the relevant
summary information.



The administration of the funds is provided by:



- Fongépar Gestion Financière, a joint-stock company, headquartered in Paris at 10 Place
de Catalogne registered with the Paris Trade Registry under number B451 419 774, as the portfolio
management company;



- CACEIS
Bank, , a limited company, headquartered in 1-3 Place Valhubert,
75013 Paris i registered with the Paris Trade Registry under number
692 024 722, ,
as trustee.



- Fongépar a limited company headquartered in Paris, 10 Place de Catalogne registered
with the Paris Trade Registry under number B 692 042 310 as the Plan administrator.




6.2 — Investment of Company shares placed into the Plan



The Company shares deposited into the Plan, as per the paragraph “ Contribution of Company
shares resulting from the exercise of options” from the “Methods of payment” article herein,
are held in the individual securities accounts opened in the name of the participants, hereinafter
“individual securities accounts”.



The share custodian is the Bank BNP PARIBAS Securities Services, , a joint-stock company with a
capital of 165,279,835 euros, headquartered in Paris at 3 rue d’Antin, 75002 Paris, registered with
the Paris Trade Registry under number 552 108 011.




Article 7 — Use of sums paid in and management of participant holdings 




7.1 — Statutory profit-sharing plan special reserve



The participant chooses the Fund(s) into which his or her statutory profit-sharing distribution is
paid. S/he in particular decides, where applicable, the allocation of the amounts between the
various funds. If the administrator is not notified of the participant’s choice, the statutory
profit-sharing distribution amount is automatically deposited into Capi-Sécurité.




7.2 — Elective profit-sharing distribution



When a beneficiary decides to invest all or a part of his elective profit-sharing distribution
payment into the Plan, s/he chooses the Fund(s) into which the amounts will be deposited. S/he
specifically decides, where applicable, the allocation of the amounts between the various funds.
But if the administrator is not expressly notified of the participant’s choice, the statutory
profit-sharing distribution amount won’t be deposited into the Plan but will be deposited into
his/her account on which his/her salary is paid.




7.3 — Regular contributions



When a beneficiary decides to regularly contribute to the Plan, s/he may choose the fund(s) from
the Capi-Equilibre and Capi-Sécurité funds. S/he specifically decides, where applicable, the
allocation of the amounts between the various funds. If the administrator is not notified of the
participant’s choice, the statutory profit-sharing distribution amount is automatically deposited
into Capi-Sécurité. This assignment remains valid for the duration of the fiscal year.




7.4 — Special contributions




5









 




When a beneficiary decides to make a special contribution to the Plan, s/he chooses the fund(s)
from among the Capi-Equilibre and Capi-Sécurité funds into which the amounts will be deposited.
S/he specifically decides, where applicable, the allocation of the amounts between the various
funds. If the administrator is not notified of his/her choice, the statutory profit-sharing
distribution amount is automatically deposited into Capi-Sécurité.



Nonetheless, if the participant makes a special contribution to the Plan in the scope of the
Capital Increase, s/he may choose the fund(s) from among Business Objects Septembre 2007,
Capi-Equilibre and Capi-Sécurité into which the amounts will be deposited. S/he specifically
decides, where applicable, the allocation of the amounts between the various funds.




7.5 — Arbitrage from one fund to another



Any bearer of “parts” of any one of the following three funds: Business Objects Actionnariat,
Capi-Equilibre and Capi-Sécurité, may request the transfer of all or a part of his/her holdings in
a fund to one of the other two funds, or to both, within the following guidelines:



- Arbitrage may be requested at any time. To be processed on the basis of a valuation price, the
arbitrage request must be made via the Sesalis website by 3:00 pm at the latest the day before the
valuation price is set;



- An arbitration may apply to holdings which are either available or blocked;



- No arbitrage of Business Objects Actionnariat “parts” can be processed if they have not been
fully paid;



- No arbitrage of Business Objects Actionnariat “parts” can be processed if the sums paid to
purchase these same “parts” were subject to an employer contribution as set forth in Article L.
443-7 of the Labor Code.




7.6 — Income, dividend and other tax credits



For each fund, the income and investment earnings on amounts placed in the funds, in addition to
the dividend and other tax credits applicable thereto, are reinvested in the fund



The Company shares held in individual securities accounts, the income, dividends and applicable
dividend tax credits are paid to the owners of the shares. Payments in kind (bonus shares or other
amounts) are reinvested in the individual stock accounts.




Article 8 —participant assets



A portfolio manager keeps the accounts of Plan participants’ individual invested amounts. Each Plan
participant is the holder of an account opened in the books of said portfolio manager. This
account is updated upon each contribution or withdrawal.



Plan participants’ assets are expressed:



- In “parts” and, where applicable, in fractions thereof, in the company investment fund or a
multi-company fund, with each fund “part” equaling the same value of holdings included in said
fund. Each participant is the owner of a number of “parts” and fractions thereof purchased via the
sums paid in his or her name;



- in Company shares.



Fongépar a limited company, whose head office is located in Paris at 10 Place de Catalogne,
registered with the Paris Trade Registry under number B 692 042 310 serves as the portfolio manager
for the Plan regarding the shares of the Company investment funds.




6









 




BNP PARIBAS Securities Services, a joint-stock company with a capital of 165,279,835 euros,
headquartered in Paris at 3 rue d’Antin, 75002 Paris, registered with the Paris Trade Registry
under number 552 108 011 serves as the portfolio manager for the Plan regarding the shares
resulting from the exercise of the options.




7









 





TITLE IV — UNAVAILABILITY AND PAYMENT




Article 9 — Unavailability of assets and requests for withdrawal 



9.1 — Amounts paid into the Plan



Amounts paid into the Plan are unavailable before the expiration of a five-year period, counting
from the first day of the fourth month of the fiscal year in which the amounts were paid into the
Plan.



The transfer of blocked holdings from one investment vehicle to another within the Plan under the
conditions described in the paragraph entitled “Arbitrage from one fund to another” from the
article entitled “Use of sums paid in and management of participant holdings “of this Plan Document
does not affect the remaining duration of legal unavailability.



The participant may request that the amounts be released before the expiration of the
unavailability period under the exceptional circumstances set forth in Article le R. 442-17 of the
Labor Code.



As of the date of signature of this Plan Document, such circumstances are defined as the following:



a) Participant’s marriage or signing of a domestic partnership agreement;



b) Birth of a child or arrival of a child in participant’s household for purposes of adoption when
the household already includes two dependent children;



c) Divorce, separation or a dissolution of a domestic partnership agreement when formalized by a
court decision assigning sole or shared custody of at least one child to the Plan participant;



d) Disability of participant, one of his/her children, a spouse or the person with whom s/he has
entered into a domestic partnership agreement. This disability must fall within the definition
provided in sections 2 and 3 of Article L. 341-4 of the Social Security Code and must be
recognized by a decision of the Functional Commission on Counseling and Rehabilitation as per
Article L. 323-11 or of the Regional Commission on Special Education if the disability rate reaches
at least 80% and the person does not exercise any professional activity;



e) Death of the participant, a spouse or of the person with whom s/he has entered into the domestic
partnership agreement;



f) Termination of the employment contract if the participant is an employee or termination of the
term of office if the participant is a person mentioned in the third paragraph of Article L. 443-1
of the Labor Code;



g) Allocation of saved sums to: the creation or purchase of an industrial, commercial, craft or
agricultural firm, by the participant, one of his/her children, a spouse or the person with whom
s/he has entered into a domestic partnership agreement, either individually, or in the form of a
company, as long as control is in fact exercised as per Article R. 351-43; the setting up of
another non-wage-earning professional activity; or the purchase of partnership shares in a
cooperative production society;



h) Allocation of saved sums to the purchase of or addition to a primary residence which creates a
new livable area as defined in Article R. 111-2 of the Construction and Housing Code, as long as a
construction permit or preliminary building declaration exists, or to the repair of the primary
residence following damaged sustained in a natural disaster as so classified by ministerial order;



i) Participant’s excessive debt as defined in Article L. 331-2 of the Consumer Code, upon request
addressed to the employer’s company savings plan administrator, either by the president of the
Commission of Individual Excessive Debt, or by a court, when the release of the amounts held is
deemed necessary to the participant’s discharge of debts.



The participant’s request must be made within six months of the event prompting the request, except
in the case of employment termination; death of a spouse or the person with whom s/he has entered
into a domestic partnership agreement; disability; or excessive debt, which may occur at any time.




8









 





9.2 — Company shares contributed to the Plan



Company shares contributed to the Plan, as per paragraph 4.2.4 “Contribution of Company shares
resulting from the exercise of options” from Article 4 herein entitled “Payment methods”, are
unavailable before the expiration of a five-year period, counting from the date of the stock
options exercise.




9.3 — Death of Plan participant



In case of the Plan participant’s death, his/her legal successors may request the liquidation of
holdings.




Article 10 — Withdrawal of assets 



Following expiration of the holding unavailability period, the participant may choose to request a
withdrawal of all or a part of the holdings, or to stay in the Plan and continue to benefit from
the advantages offered.




10.1 — Assets invested in the funds



For assets invested in the funds, requests for withdrawal are processed according to the procedures
set forth in the fund regulations. In order to be processed on the basis of a valuation price,
written requests accompanied by any necessary supporting documents, must be received no later than
the day before the setting of the valuation price by the portfolio management company.



Early release of funds shall be made in a single payment of either part or all of the invested
amounts, as directed by the employee.




10.2 — Company shares kept in individual stock accounts



For Company shares kept in individual stock accounts, withdrawal requests are sent to the
depositary bank and are met by cash payment of the amount of the sale of the shares after deduction
of applicable taxes and fees.




Article 11 — Employee departure 



When a Plan account holder leaves the Company without asserting his/her rights to release accounts
or before the Company is able to liquidate all of participant’s holdings as of the departure date:



- The participant is furnished with a summary of his/her holdings to be filed in the company
savings bankbook, separately listing the available holdings and including all necessary information
to liquidate or transfer holdings;



The participant is asked to furnish the address where s/he shall receive the notices relevant
to his accounts;



- The participant is informed of the necessary steps to inform the Plan of any change of address.



When the account holder cannot be reached at his/her last known address, the holdings to which s/he
has claim are retained by the company savings plan administrator, which shall proceed to liquidate
after expiration of the 30 years’ prescription and pay the amount thus obtained to the Treasury
Department.




9









 





TITLE V — INFORMATION, TAX AND SOCIAL REGIME, FEES




Article 12 — Participant Information 



12.1 — How the Plan works



The staff members are informed of the existence and content of this Plan Document which is posted
on the “Human Resources” Web site of the Company.



All new hires also receive a copy of this Plan Document.



This Plan Document is furnished to employees upon request.



Any modification to the Plan Document is communicated to all Plan participants and Company
employees by being posted on the “Human Resources” Web site of the Company, and, at the case may
be, also by sending of a release and/or a note.



A notice distributed to the beneficiaries wherein the nature and details of the offer are explained
precedes every Company capital increase reserved to Plan participants.




12.2 — Position of assets, investment methods and miscellaneous information



12.2.1 —Individual account statements



Each participant receives an account statement indicating the breakdown of their assets and their
availability date:





	-	 	following each transaction (contribution, withdrawal or arbitrage);
	 
	-	 	at least once a year, on December 31.




12.2.2 —  Voice response system



Plan participants may use voice response system to consult their individual account(s) and to
obtain general information concerning the proposed investment vehicles, regulations and release of
funds.



12.2.3 — Internet



Plan participants may use the Internet to consult their individual account(s) and to obtain general
information concerning the proposed investment vehicles, regulations and release of funds. They may
also use the Internet to withdraw their available holdings, in compliance with the specifics
conditions defined by Fongépar.



12.2.4 — Fund management report



Each “part” holder receives at least once a year a fund management report on the activities of the
previous year for each of the funds in which s/he has holdings. This report is first submitted to
the approval of the Fund supervisory board




10









 





Article 13 — Tax and social regime 



Amounts paid into the Plan stemming from the special reserves for the statutory and elective
profit-sharing schemes are not subject to personal income tax. Nor are these sums subject to the
levies described in employment and social security legislation. They are, however, subject to the
“CSG” (generalized social levy) and “CRDS” (social security debt reduction contribution) charges.



Moreover, under the reinvestment terms set forth in the articles entitled “Origin of Plan
contributions” and “Income, dividend and other tax credits” of this Plan Document, the income and
returns on amounts invested in the Plan, as well as the dividend and other tax credits applicable
thereto are not subject to income tax.



Finally, capital gains on the holdings are not subject to income tax, but are subject to “CSG”
(generalized social levy), “CRDS” (social security debt reduction contribution), and other social
charges.




Article 14 — Plan administration fees




14.1 — Portfolio management fees



The portfolio management fees for Plan participants’ accounts are paid by the Company.



In case of corporate bankruptcy reorganization or liquidation, the fees will be payable by the
participants.




14.2 — Other fees



In order to facilitate the savings of its participants, the Company pays:





	-	 	the fund entry fees, except when due to arbitrage between funds;
	 
	-	 	Service charges, auditor’s fees, and brokerage fees for the Business Objects Actionnariat fund;
	 
	-	 	Custodial fees for Company shares.




Participants pay:





	-	 	the fund entry fees when they are due to arbitrage orders between funds;
	 
	-	 	Service charges, auditor’s fees, and brokerage fees for Capi-Sécurité and Capi-Equilibre.





TITLE V — MISCELLANEOUS PROVISIONS




Article 15 — Conflict resolution



Any participant claim regarding the administration of the Plan should be forwarded to the Company,
in writing, setting out the nature of the request. If the claim cannot be settled, the case will
be heard before a court of competent jurisdiction.




11









 





Article 16 — Entry into effect, duration, modifications and termination of plan




16.1 — Entry into effect and duration of Plan



This Plan Document shall take effect as of October 28, 1998. They are to apply for the duration of
the fiscal year, and can be renewed by tacit agreement by fiscal year periods.



The fiscal year of the Plan begins January 1 and ends December 31. The first fiscal year will end
December 31, 1999 and is therefore, exceptionally, of a longer duration.




16.2 — Modifications and termination of the Plan



The signatory of this Plan Document may modify or terminate the Plan. Any such decision is
recorded through written amendment to the Plan Document. Modifications or termination shall take
effect as per the conditions set forth in the amendment.




ARTICLE 17 — Consultation between labor and management 



In conformity with Article L.443-1 of the Labor Code, the Plan Document was submitted to Company
labor and management for their input. The Workers’ Council was consulted. The meeting minutes of
the Workers’ Council meeting wherein its input was requested is annexed to this Plan Document.




ARTICLE 18 — Final clauses 



Once signed, according article R.132-1 of the Labor Code two copies of the Plan Document and its
annexes (one original hard copy duly signed and one soft copy) shall be, at the Company’s request,
immediately deposited by registered letter, with the relevant Regional Labor, Employment and
Continuing Education Department to which the Company is assigned.
In conformity with article L.443-1 of the Labor Code, the Company labor-management was consulted
on the proposed draft of this Amendment to the Plan Document, at least 15-days before its deposit.
The administrative authority has four month from the date of the deposit, to ask for the
cancellation or modifications of certain terms not compliant with law and regulations.
If there is no request from the authority within the time period allocated, no future objection
concerning terms of the Plan Document, can have as effect to raise questions about the tax and
social exemption granted to beneficiaries for the current and previous fiscal year, preceding the
objection.



****************************************************************************************************************


Article 2 of the Amendment: Coming into force



The Amendment will be effective as of June 28, 2007.



Stéphane Massas

VP European Human Resources



Executed in Levallois-Perret, June 28, 2007, in two original copies





12