exv10w74



 




Exhibit
10.74


BUSINESS OBJECTS S.A.



2006 STOCK PLAN




Adopted on October 19, 2006

and amended on June 5 , 2007




1. PURPOSES OF THE PLAN





The shareholders of Business Objects S.A. have decided to authorize the board of
directors to implement to the benefit of certain employees and officers of Business Objects
S.A. and of certain employees and officers of it subsidiaries, a plan to allocate shares,
according to Articles L.225-197-1 to L. 225-197-5 of the French Commercial Code, so that,
among other things, they are associated with Business Objects development.




In accordance with the powers granted by the extraordinary meetings of shareholders of
Business Objects S.A. of June 7, 2006, under its 20th resolution, and June 5,
2007 under the seventeenth resolution, the board of directors at its meeting of October 19,
2006, drew up and adopted the terms and conditions of this plan for the allocation of shares
and amended it on June 5, 2007.



2. DEFINITIONS





As used herein, the following definitions shall apply:



	 	 	 
	Affiliate

	 	means a company affiliated to the Company in
accordance with the provisions set forth in
Article L 225-197-2 of the French Commercial
Code. As a reminder, as of the day of the
adoption of the Plan, this includes:
	 
	 	 






	 	–	 	companies of which at least one tenth (1/10)
of the share capital or voting rights is held
directly or indirectly by the Company;
	 
	 	–	 	companies which own directly or indirectly at
least one tenth (1/10) of the share capital or
voting rights of the Company; and
	 
	 	–	 	companies of which at least fifty percent
(50%) of the share capital or voting rights is
held directly or indirectly by a company which
owns directly or indirectly at least fifty
percent (50%) of the share capital or voting
rights of the Company.





	 	 	 
	Acquisition Period

	 	means the period starting at the Initial
Allocation Date and ending at the Definitive
Allocation Date, at which Shares are delivered
to the Beneficiary. This period is set by the
Board at the time of the Initial Allocation, is
indicated in the Share Allocation Agreement and
must be no less than two years, according to the
Shareholders Authorization.
	 
	 	 
	 

	 	However, in case of disability of the
Beneficiary corresponding to the classification
in the second or third categories set forth in
article L.341-4 of the French Social Security
Code, the Beneficiary of an Initial Allocation
made pursuant to the shareholders authorization
of June 5, 2007, could definitively acquire the
Shares before the end of the Period of
Acquisition.
	 
	 	 
	Beneficiary(s)

	 	means the one or more eligible persons in
respect of whom the Board has decided an Initial
Allocation of Shares.
	 
	 	 
	Board

	 	means the board of directors of the Company.






	 	 	 
	Continuous Status 

as a Beneficiary

	 	(i)    if the Beneficiary is an employee, this
means that the continuous relationship between
the Beneficiary and the Company or an Affiliate
is not interrupted or terminated. “Continuous
Status as an Beneficiary” shall not be
considered interrupted in the case of (i) any
leave of absence or (ii) transfers between
locations of the Company or between the Company
or any Affiliate, or any successor. A “leave of
absence” covers all periods of absence mentioned
in Article L. 223-4 of the







 









 






	 	 	 	French Labor Code,
such as sick leave, maternity leave and military
leave. In addition, the “Continuous Status as a
Beneficiary” shall not be considered interrupted
in case of any other unpaid leave of absence
accepted by the employer.
	 
	 	(ii)	 	if the Beneficiary is solely an officer of
the Company and/or of one or more Affiliate,
this means that this officer status is not
interrupted or terminated for any reason
whatsoever.
	 
	 	(iii)	 	if the Beneficiary is both an employee and
an officer, the loss of any one of these
positions, but not the other, does not entail
the loss of Continuous Status as a Beneficiary.





	 	 	 
	Company

	 	means Business Objects S.A.
	 
	 	 
	Definitive Allocation

	 	means, after achievement of all allocation
conditions, the delivery of the Shares, free of
charge, to the Beneficiary at the Definitive
Allocation Date.
	 
	 	 
	Definitive Allocation
Date

	 	means, at the end of the Acquisition Period, for
each Beneficiary and for each given allocation
of Shares, the date of the delivery of the
Shares to the Beneficiary.
	 
	 	 
	Depositary

	 	means BNP Paribas Securities Services, or its
successors, as depositary of the Company’s
securities.
	 
	 	 
	Holding Period

	 	means the period starting at the Definitive
Allocation Date, during which the Shares cannot
be assigned or disposed of or converted to
bearer shares. This period is set by the Board
at the time of the Initial Allocation, it is
indicated in the Share Allocation Agreement and
it must be no less than two years, according to
the Shareholders Authorization. However, in
accordance with the Shareholders Authorization
of June 5, 2007, if the Acquisition Period of
Initial Allocations made pursuant to such
Shareholders Authorization has a minimum length
of four years, the Holding Period may be reduced
or terminated.
	 
	 	 
	 

	 	Moreover, in case of disability of the
Beneficiary corresponding to the classification
in the second or third categories set forth in
article L.341-4 of the French Social Security
Code, the Beneficiary may sell or transfer
his/her Shares before the end of the Holding
Period fixed initially.
	 
	 	 
	Initial Allocation

	 	means the decision of the Board to allocate
Shares to a given Beneficiary. This Initial
Allocation constitutes an entitlement to receive
Shares, free of charge, at the end of the
Acquisition Period, subject to achievement of
the allocation conditions.
	 
	 	 
	Initial Allocation Date

	 	means for each Beneficiary and for each given
Initial Allocation of Shares, the date on which
the Board decided to allocate such Shares.
	 
	 	 
	Notification Date (of 

the Share Allocation 

Agreement)

	 	means the date on which the Company notifies to
the Beneficiary the Initial Allocation and
provides to the Beneficiary the Share Allocation
Agreement and, as the case may be, the
appendices thereto and all the other forms
attached to the Share Allocation Agreement.
	 
	 	 
	Plan

	 	means these provisions and their eventual future
amendments at a later date.
	 
	 	 
	Share(s)

	 	mean one or more shares of the Company, whether
existing or to be issued.
	 
	 	 
	Share Allocation 

Agreement

	 	means for each Initial Allocation of Shares, the
agreement made between the Company and the
Beneficiary, addressing among other things the
terms of allocation, holding, and disposal of
Shares subject to the Initial Allocation, the
agreement being signed by the Beneficiary and a
legal representative or






 









 






	 	 	 
	 
	 	 
	 

	 	an attorney of the
Company. The Share Allocation Agreement is
governed by the provisions of this Plan.
	 
	 	 
	Shareholders 

Authorization

	 	Means the authorizations granted under the
20th resolution of the extraordinary
meeting of shareholders of the Company of June
7, 2006 and/or the 17th resolution of
the extraordinary meeting of shareholders of the
Company of June 5, 2007.






3. SHARES SUBJECT TO THE PLAN





This Plan sets forth the terms and conditions applicable to the Initial Allocations of
new or existing Shares granted to the Beneficiaries.




– According to the Shareholders Authorization of June 7, 2006, and subject to
adjustments, the maximum aggregate amount of new and/or existing Shares to be
allocated, as an Initial Allocation under this Plan, amounts to 3,000,000 Shares,
having a nominal value of €0.10 each per calendar year, it being specified that the
total number of Shares issued and/or granted under the nineteenth and twentieth
resolutions of the extraordinary meeting of the shareholders of the Company on held on
June 7, 2006, shall not exceed 2,500,000 Shares; and furthermore that the total number
of Shares issued during each calendar year under the sixteenth, eighteenth, nineteenth
and twentieth resolutions of the extraordinary meeting of the shareholders of the
Company held on June 7, 2006 shall not exceed for each concerned calendar year, 3% of
the share capital of the Company as of December 31 of the previous calendar year. This
authorization is valid for 24 months and will expire on June 7, 2008.




– According to the Shareholders Authorization of June 5, 2007, and subject to
adjustments, the Board is authorized to allocate new and/or existing Shares of the
Company to the Beneficiaries, within the limit of 0.3% of the share capital of the
Company as of the Initial Allocation Date. This authorization is valid for 38 months
and will expire on August 5, 2010.




In all events, in accordance with the terms set forth in Article L. 225-197-1 of
the French Commercial Code, the total number of Shares granted free of charge under
this Plan shall not exceed 10% of the share capital of the Company as of the Initial
Allocation Date.




The Initial Allocation of a Share subsequently reduces the number of Shares available under
the Plan.




All the Shares covered by Initial Allocations which are not subject to a Definitive
Allocation, shall revert to the number of Shares available for Initial Allocations at a
later date under the Plan.




In accordance with Article L. 225-197-3 of the French Commercial Code, the rights
arising from the Initial Allocation will not be available until the completion of the
Acquisition Period.



4. BENEFICIARIES UNDER THE PLAN





Beneficiaries of the Shares shall be chosen from the employees and eligible officers
(i.e., the chairman of the board (président du conseil d’administration), the chief
executive officer (directeur général), the deputy chief executive officers (directeurs
généraux délégués), the members of the managing board (membres du directoire) or the
managers (gérants) of a joint stock company (société par actions) of the Company and its
Affiliates.



5. ADMINISTRATION OF THE PLAN





The Plan shall be administered by the Board. In accordance with the provisions of the
French Commercial Code, the Shareholders Authorization and the Plan, the Board shall,
particularly, be empowered, as its sole discretion, to:




	 	–	 	set the list of Beneficiaries and decide Initial Allocations of Shares to such
Beneficiaries;
	 
	 	–	 	set the duration of the Acquisition Period and the Holding Period, within the
limits of the Shareholders Authorization;





 









 






	 	–	 	set the terms and conditions of the Definitive Allocation of the Shares, including
but not limited to the performance conditions, if any;
	 
	 	–	 	determine the number of Shares covered by each Initial Allocation;
	 
	 	–	 	approve contractual forms for use under the Plan, if any;
	 
	 	–	 	approve sub-plans of the Plan implemented in order to benefit from preferential
tax treatment under applicable local tax law;
	 
	 	–	 	interpret and modify the provisions of the Plan, the contractual forms and the
sub-plans;
	 
	 	–	 	authorize persons to sign, on behalf of the Company, the documents required for
the implementation of the Plan and the allocation of Shares;
	 
	 	–	 	determine the terms and restrictions applicable to the Shares, including but not
limited to, restricting or limiting the conversion of Shares to bearer form for
certain periods or following certain events, in accordance with the Article
L.225-197-1 of the French Commercial Code;
	 
	 	–	 	modify the duration of the Acquisition Period and the Holding Period, according to
new applicable law, as the case may be;
	 
	 	–	 	set the specific conditions of the Holding Period of Shares allocated to the
chairman of the Board and the chief executive officer of the Company; and
	 
	 	–
	 	make all other determinations deemed necessary for the administration of the Plan.





6. INFORMING BENEFICIARIES ABOUT INITIAL ALLOCATION OF SHARE(S)





The Company shall inform the Beneficiary of the Initial Allocation of Share(s) by
sending or remitting in person the Share Allocation Agreement, with a copy of this Plan. On
receipt the Beneficiary shall carefully review all the documents given by the Company and
return a signed copy of the Share Allocation Agreement to the Company, no later than the
90th day of the Notification Date.



7. CONDITIONS RELATING TO THE DEFINITIVE ALLOCATION OF SHARE(S)





7.1. Conditions of Definitive Allocation of one or more Shares




The Shares related to an Initial Allocation under this Plan shall form part of a Definitive
Allocation by the Beneficiary subject to the fulfillment of all of the following terms and
conditions:




	 	(i)	 	the signature of the Beneficiary of his/her Share Allocation Agreement
and appendices thereto if any, and of all other forms attached to this Share
Allocation Agreement no later than the 90th day of the Notification
Date;
	 
	 	(ii)	 	on completion of the Acquisition Period,
	 
	 	(iii)	 	maintaining Continuous Status as a Beneficiary through the Definitive
Allocation Date;
	 
	 	(iv)	 	the achievement of the eventual performance goals, set by the Board and
indicated in the Share Allocation Agreement; the achievement of such performance
goals will be determined by the Board or by its Compensation Committee and notified
in written to the Beneficiary.




If all the above mentioned conditions are not fulfilled, the Initial Allocation in question
shall not result in the Definitive Allocation of Shares.





7.2. Death of Beneficiary




In the event of the death of the Beneficiary, the rights of his/her heirs shall be governed
by Article L.225-197-3 al 2 of the French Commercial Code providing that heirs may ask for
the allocation of the Shares within six months of the date of death of the Beneficiary.



 









 





8. ENTITLEMENT AND DISPOSAL OF SHARE(S) ACQUIRED





8.1. Delivery of Share(s)




The Shares shall be delivered to accounts in the Beneficiary’s name opened in the
books of the Depositary, on the Definitive Allocation Date, subject to the
Beneficiaries having paid to the Company or the Affiliate all the sums to be withheld
or due, if any, in respect of the Definitive Allocation and delivery of Shares.




The Shares actually acquired in accordance with the provisions of Article 7, shall be
subject to all legal provisions and the Company’s bylaws, and shall confer rights and
entitlement with effect from the Definite Allocation Date.




8.2. Holding Period




The Beneficiaries may not transfer Shares property, in any circumstances, by disposal or
assignation or by any other means, nor convert the Shares actually acquired to bearer shares, prior to the completion of the Holding Period, if any, except in case of disability
of the Beneficiary corresponding to the classification in the second or third categories set
forth in article L.341-4 of the French Social Security Code, in which case the Beneficiary
could sell or transfer his/her Shares before the end of the Holding Period.,




8.3. Disposal of the Share(s)




The Beneficiaries shall be subject to the rules applicable to insider dealing applicable at
the time of disposal of Shares, set by Company’s internal policies, including its insider
trading policy, and applicable laws or regulations.




Pursuant to Article L. 225-197-1 of the French Commercial Code, Shares shall not be disposed
of:




	 	(i)	 	Within ten trading days prior and after the date on which the
consolidated financial statements, or failing these the annual accounts of the
Company, are disclosed to the public;
	 
	 	(ii)	 	Within the period from the date on which the management of the Company
becomes aware of material information which, if it was made public, could
significantly affect the Company’s stock price, and until ten trading days after
the date said information was made public.






Accordingly, the Company is authorized to implement processes, disclosed to the
Beneficiaries and applied by the Depositary, to prevent any disposal of the Shares during
the prohibition periods set by the applicable laws and the Company’s internal policies.




8.4 Death of Beneficiary




In case of the Beneficiary’s death, the Shares for which a Definitive Allocation has been
requested by his/her heirs according to the conditions set forth by article L.225-197-3 al 2
of the French Commercial Code, may be sold, transferred or assigned at anytime.



 









 





9. TRANSACTIONS ON THE SHARES OF THE COMPANY





9.1 Protection of the Beneficiaries’ rights




In the event the Company implements during the Acquisition Period transactions on the share
capital of the Company, the Board could, at its sole decision, proceed with any measures
that are protective of the Beneficiaries’ rights. For this purpose, the Board may in
particular proceed with adjustments pursuant to applicable legislative and regulatory
provisions or, as the case may be, to contractual provisions providing for other cases of
adjustments, in order to preserve the rights of the holders of securities or other rights
giving access to the share capital.




9.2 Exchange of Shares without balancing cash compensation resulting from merger, demerger
or exchange public offering




Pursuant to Article L. 225-197-1-III of the French Commercial Code, in the case of an
exchange of Shares without balancing cash compensation resulting from a merger or a demerger
implemented in accordance with applicable laws and regulations during the Acquisition Period
and/or Holding Period set by this Plan, the provisions of Article L. 225-197-1 of the French
Commercial Code, all the conditions set forth in this Plan and, in particular, the
abovementioned periods for the rest of the time left before the date of exchange, remain
applicable to the allocations received in exchange. The same is applicable in case of
exchange of Shares resulting from a public offering, stock split or reserve stock split
implemented pursuant to applicable legislative and regulatory provisions during the Holding
Period.



10. AMENDMENTS TO THE PLAN





10.1. Principle




This Plan may be amended by the Board and the new provisions will apply to the Beneficiaries
of Shares that are not definitively acquired yet.




However, no amendment may be made to this Plan if deemed unfavorable to the Beneficiaries,
without the Beneficiary’s prior consent, unless this modification results from a recent
legislation or regulatory enactment or any other enforceable provision applicable to the
Company.




10.2. Notification of change




Notification to a Beneficiary eligible under the Plan may be made personally or collectively
by any means, including by internal mail, regular mail or mail with acknowledgement of
receipt, or by electronic mail to the address or number indicated by this person, or by
publication on the Company’s Human Resources website. Notification shall be considered
received at the time of transmission except in the event of regular mail or publication on
the Human Resources website of the Company, in which cases notification shall be deemed
received 72 hours after sending or publication or for mail with acknowledgement of receipt
on the date of first delivery attempt. Any dispatch of documents and notification shall be
made at the risk and perils of the recipient.




10.3 Special Case of non-Residents in France




As certain Beneficiaries under the Plan have the status of non-residents in France,
the Board may decide in the light of the conditions established by certain countries
under their tax laws regarding the effective acquisition of the Shares and their later
disposal, to modify certain provisions of this Plan in regard to Beneficiaries working in
these said countries, without such modifications having as their effect (with the exception
of aspects relating to the tax regime of these States) making the Plan more favorable for
these Beneficiaries, and subject to the condition that any tax or social contribution to be
borne by the Beneficiary, be paid by the Beneficiary prior to the Definitive Allocation of
the Shares.



 









 





11. TERM AND TERMINATION OF THE PLAN





This Plan was adopted on October 19, 2006 and amended on June 5, 2007, by the Board,
according to the Shareholders Authorization and to the certain applicable local laws. This
Plan is effective since the first Initial Allocation Date of Shares decided by the Board on
February 22, 2007, and shall continue to apply subject to the required authorizations of the
extraordinary meeting of shareholders of the Company, until its termination by sole decision
of the Board.



12. CONDITIONS UPON ISSUANCE OF SHARES





The Shares shall only be issued on the Definitive Allocation Date if the issuance and
distribution of Shares is compliant to all legal rules and regulations applicable, including
but not limited to: the provisions in force for the time being of the French Commercial
Code, the United States Securities Act of 1933 and amendments thereto, the Securities
Exchange Act of 1934, as amended, and the regulations of all stock market pricing and
listing systems whereby which the Shares are traded.



13. LIABILITY OF THE COMPANY





The inability of the Company to obtain authority from any regulatory body having
competent jurisdiction, which authority is deemed by the Company’s counsel to be necessary
to the lawful issuance of any Shares, shall relieve the Company of any liability in respect
to the failure to issue such Shares as to which such requisite authority should not have
been obtained.



14. LAW, JURISDICTION AND LANGUAGE





This Plan is governed by French law. It shall in all of its provisions be binding upon
and effective in regard to the Company, the Beneficiaries and their heirs. The English
version of this Plan is established for information purposes only, for the use of the
non-French speaking Beneficiaries. In the event of a discrepancy, the French version shall
prevail.




In the event of a conflict or litigation in regard to the interpretation, validity or
implementation of this Plan, the parties shall make every effort to reach an amicable
settlement. Otherwise, the litigation will be held before a competent French court.