exv10w25w2



 





Exhibit 10.25.2

BUSINESS OBJECTS S.A.




2001 STOCK INCENTIVE PLAN




Adopted on
February 6, 2001 and amended on August 26, 2003, on
December 11, 2003, on June 10, 2004 and on August 20, 2004




UNOFFICIAL TRANSLATION INTO ENGLISH FOR CONVENIENCE PURPOSES




     In conformity with the provisions of Articles L 225-177 et. seq. of the
Law as defined herein, Business Objects S.A. adopted a plan for the grant to
Beneficiaries (defined below) of options giving right by exercise to subscribe
newly-issued shares of the Company or purchase existing shares of the Company.
In furtherance of such decision the board of directors has adopted the Business
Objects S.A. 2001 Stock Option Plan which was approved by the shareholders of
the Company on February 6, 2001.



     Minor amendments to the Plan were made in connection with the adoption of
the Subsidiary Stock Incentive Sub-Plan which were approved by the shareholders
of the Company on June 10, 2004, including renaming the Plan the “2001 Stock
Incentive Plan.”



     The terms and conditions of the Business Objects S.A. 2001 Stock Option
Plan are set out below.




	1.	 	PURPOSES OF THE PLAN






     The purposes of this Stock Option Plan are to attract and retain the best
available personnel for positions of substantial responsibility, to provide
additional incentive to Beneficiaries and to promote the success of the
Company’s business.



     Options granted under the Plan to U.S. Beneficiaries are intended to be
Incentive Stock Options or Non-Statutory Stock Options, as determined by the
Administrator at the time of grant of an Option, and shall comply in all
respects with Applicable U.S. Laws in order that they may benefit from
available fiscal advantages.




	2.	 	DEFINITIONS






     As used herein, the following definitions shall apply:



     (a) “Share” means an ordinary share of the Company.



     (b) “Director” means a member of the Board.



     (c) “ADR” means an American Depositary Receipt evidencing an American
Depositary Share corresponding to one Share.



     (d) “Shareholder Authorization” means the authorization given by the
shareholders of the Company in an extraordinary general meeting held on
February 6, 2001 permitting the Board to grant Stock Options.



     (e) “Optionee” means a Beneficiary who holds at least one outstanding
Option.



     (f) “Change in Control” shall mean, and shall be deemed to have occurred
if:



          (i) any person or entity, other than a trustee or other fiduciary holding
securities under an employee benefit plan of the Company acting in such
capacity or a corporation owned directly or indirectly by




 









 







the shareholders of the Company in substantially the same proportions as
their ownership of stock of the Company, becomes the “beneficial owner” (as
defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of
securities of the Company representing 50% or more of the total voting power
represented by the Company’s then outstanding voting securities, or



          (ii) the shareholders of the Company approve a merger or consolidation of
the Company with any other corporation other than a merger or consolidation
which would result in the voting securities of the Company outstanding
immediately prior thereto continuing to represent (either by remaining
outstanding or by being converted into voting securities of the surviving
entity) more than 50% of the total voting power represented by the voting
securities of the Company or such surviving entity outstanding immediately
after such merger or consolidation, or



          (iii) the shareholders of the Company approve a plan of complete
liquidation of the Company or an agreement for the sale or disposition by the
Company of (in one transaction or a series of related transactions) all or
substantially all of the Company’s assets to an entity other than an Affiliated
Company.



     (g) “Code” means the United States Internal Revenue Code of 1986, as
amended.



     (h) “Board” means the board of directors of the Company.



     (i) “Option Agreement” means a written agreement between the Company and
an Optionee evidencing the terms and conditions of an individual Option grant.
The Option Agreement is subject to the terms and conditions of the Plan.



     (j) “Notice of Grant” means a written notice evidencing certain terms and
conditions of an individual Option grant, subject to the terms and conditions
of the Plan. The Notice of Grant is part of the Option Agreement.



     (k) “Beneficiary” means the Chairman of the Board (Président du Conseil
d’administration), the Managing director (Directeur général), the Deputy
managing directors (Directeurs Généraux Délégués), and any Officers or other
person employed by the Company or any Affiliated Company. Neither service as a
Director nor payment of a director’s fee by the Company or an Affiliated
Company shall be sufficient to constitute “employment” by the Company or an
Affiliated Company.



     (l) “U.S. Beneficiary” means a Beneficiary of the Company or an Affiliated
Company residing in the United States or otherwise subject to United States’
laws and regulations.



     (m) “Exchange Act” means the United States Securities Exchange Act of
1934, as amended.



     (n) “Subsidiary” means a “subsidiary corporation”, whether now or
hereafter existing, as defined in Section 424(f) of the Code.



     (o) “Administrator” means the Board, as shall administer the Plan in
accordance with Section 4 of the Plan, it being specified that pursuant to
Article 11.3 of the by-laws of the Company, any board member who is eligible to
receive Options is prohibited from voting on decisions to grant Options if such
board member is the Beneficiary of such Options;



     (p) “Disability” means total and permanent disability.



     (q) “Incentive Stock Option” means any option granted only to U.S.
Beneficiaries that intends to qualify as an incentive stock option within the
meaning of Section 422 of the Code and the regulations promulgated thereunder.




 









 





     (r) “Law” means the French Commercial Code.



     (s) “Applicable U.S. Laws” means the legal requirements relating to the
administration of stock option plans under state corporate and securities laws
and the Code in force in the United States of America.



     (t) “Non-statutory Stock Option” means an Option which does not qualify as
an Incentive Stock Option.



     (u) “Officer” means a Beneficiary who is an officer of an Affiliated
Company, which is not incorporated under laws of France, within the meaning of
Section 16 of the Exchange Act and the rules and regulations promulgated
thereunder.



     (v) “Option” means a stock option granted pursuant to the Plan as adjusted
from time to time in accordance with Section 11 of the Plan.



     (w) “Plan” means this 2001 Stock Incentive Plan, as amended from time to
time.



     (x) “Option Exchange Program” means a program whereby outstanding Options
are surrendered in exchange for options with a lower exercise price.



     (y) “Continuous Status as a Beneficiary” means that the employment
relationship with the Company or any Affiliated Company is not interrupted or
terminated. Continuous Status as a Beneficiary shall not be considered
interrupted in the case of (i) any leave of absence approved by the Company or
(ii) transfers between locations of the Company or between the Company or any
Affiliated Company, or any successor. A leave of absence approved by the
Company shall include sick leave, military leave, or any other personal leave.
For purposes of U.S. Beneficiaries and Incentive Stock Options, no such leave
may exceed ninety (90) days, unless reemployment upon expiration of such leave
is guaranteed by statute or contract, including Company policies. If
reemployment upon expiration of a leave of absence approved by the Company is
not so guaranteed, on the 91st day of such leave any Incentive Stock
Option held by a U.S. Beneficiary shall cease to be treated as an Incentive
Stock Option and shall be treated for U.S. tax purposes as a Non-statutory
Stock Option.



     (z) “Company” means Business Objects S.A., a corporation organized under
the laws of the Republic of France.



     (aa) “Affiliated Company” means a company related to the Company in
accordance with the provisions set forth in L 225-180 of the Law. As a
reminder, as of the day of the adoption of the Plan:




	 	-	 	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.






     (bb) “Parent” means a “parent corporation”, whether now or hereafter
existing, as defined in Section 424(e) of the Code.



     (cc) “Fair Market Value” The Fair Market Value shall be the closing sale
price in euros for such Share (or the closing bid, if no sales were reported)
as quoted on the Premier Marché of Euronext Paris S.A. or on such other
Regulated Market on which the Shares are traded, on the last market trading day
prior to the day



 









 







of grant, as reported by Euronext Paris S.A., or such other source as the
Administrator deems reliable. For the purpose of calculation under Section 5.1
of the Plan, Fair Market Value shall be also the closing price (as determined
here above) for a share subject to an Incentive Stock Option;



     (dd) “Regulated Market” shall mean, as of any date, a stock exchange or
system on which the Shares are traded which is a regulated market (“marché
règlementé”) under Article L. 421-1 of the French Monetary and Financial Code.



     (ee) “Election” shall mean agreement regarding the United Kingdom National
Insurance Liability.




	3.	 	STOCK SUBJECT TO THE PLAN AND THE SUBSIDIARY STOCK INCENTIVE SUB-PLAN






     3.1. Stocks subject to the Plan. Subject to the provisions of Section 11
of the Plan, the maximum aggregate number of Shares which may be optioned and
issued under the Plan is 6,662,729 Shares of €0.10 nominal value each.
Moreover the Board of Directors of the Company is authorized to increase
annually, on one or more occasions, the number of Shares which may be
subscribed for or purchased upon the exercise of Options, within the limit of
the lowest of the following amounts: (i) 6,500,000 Shares with a nominal value
of €0.10 each, (ii) the number of Shares corresponding to 5% of the total
number Shares outstanding as of June 30, (iii) any lesser amount as determined
by the Board of Directors.



     Notwithstanding the above, and pursuant to the Law, options issued and
outstanding under all option plans of the Company may not give the right to
subscribe to a total number of Company’ shares in excess of one-third of the
Company’s share capital.



     If an Option should expire or become unexercisable for any reason, the
unsubscribed or unpurchased Share which was subject thereto shall, unless the
Plan shall have been terminated, become available for future grant under the
Plan.



     The pool of share mentioned above shall not be used for the purposed and
under the Subsidiary Stock Incentive Sub-Plan.



     3.2. Stocks subject to the Subsidiary Stock Incentive Sub-Plan. The
maximum aggregate number of Shares reserved under the Plan is 2,500,000 Shares
of €0.10 nominal value each. These Shares in form or American Depositary
Shares are held by the Business Objects Employee Benefits Sub-Plan Trust.



4. ADMINISTRATION OF THE PLAN



4.1 Procedure. The Plan shall be administered by the Administrator.



4.2 Powers of the Administrator. Subject to the provisions of the Law, the
Shareholder Authorization, the Plan and U.S. Applicable Laws, the Administrator
shall have the authority, in its discretion:




	 	–	 	to determine the Fair Market Value of the Shares, in
accordance with Section 2(cc) of the Plan;





	 	–	 	to select the Beneficiaries to whom Options may be granted hereunder;

	 	–	 	to determine whether and to what extent Options are granted hereunder;

	 	–	 	to determine the number of Shares to be covered by each Option granted hereunder;

	 	–	 	to approve forms of agreement for use under the Plan, if any;

	 	–	 	to determine the terms and conditions, not inconsistent with
the terms and conditions of the Plan, of any Options granted
hereunder. Such terms and conditions include, but are not limited
to, the exercise price, the time or times when Options may be
exercised (which may be based on performance criteria), any vesting
acceleration or waiver of forfeiture restrictions, and any






 









 






	 	 	 	restriction or limitation regarding any Option or the Shares relating
thereto, based in each case on such factors as the Administrator, in
its sole discretion, shall determine;

	 	–	 	to construe and interpret the terms of the Plan and Options
granted pursuant to the Plan;

	 	–	 	to prescribe, amend and rescind rules and regulations
relating to the Plan, including rules and regulations relating to
stock options sub-plans established for the purpose of qualifying
for preferred tax treatment under foreign tax laws;

	 	–	 	to modify or amend the conditions and terms of each Option
(subject to Section 13.3 of the Plan), including the discretionary
authority to extend the post-termination exercisability period of
Options longer than is otherwise provided for in the Plan;

	 	–	 	to authorize any person to execute on behalf of the Company
any instrument required to effect the grant of an Option previously
granted by the Administrator;

	 	–	 	to decide and institute an Option Exchange Program;

	 	–	 	to determine the terms and restrictions applicable to
Options, including without limitation to limit or prohibit the
exercise of an Option as well as the sale or conversion into bearer
form of Shares acquired pursuant to the exercise of an Option,
during certain periods or upon certain events which the
Administrator shall determine in its sole discretion; and

	 	–	 	to make all other determinations deemed necessary or
advisable for administering the Plan.






4.3 Effect of Administrator’s Decision. The Administrator’s decisions,
determinations and interpretations shall be final and binding on all Optionees,
subject to the provisions of Article 13.3 of the Plan.



5. LIMITATIONS


5.1 In the case of U.S. Beneficiaries, each Option shall be designated in the
Notice of Grant either as an Incentive Stock Option or as a Non-Statutory Stock
Option. However, notwithstanding such designation, to the extent that the
aggregate Fair Market Value:



          (i) of shares subject to an Optionee’s Incentive Stock Options granted by
the Company or any Affiliated Company, which



          (ii) become exercisable for the first time during any calendar year (under
all plans of the Company or any Affiliated Company)


exceeds $100,000, such excess options shall be treated as Non-statutory Stock
Options. For purposes of this Section 5.1, Incentive Stock Options shall be
taken into account in the order in which they were granted, and the Fair Market
Value shall be determined as of the time of the grant.


5.2 Neither the Plan nor any Option shall confer upon an Optionee any right
with respect to continuing the Optionee’s employment with the Company or any
Affiliated Company, nor shall they interfere in any way with the Optionee’s
right or the Company’s or Affiliated Company’s right, as the case may be, to
terminate such employment at any time, with or without cause.


5.3 The following limitations shall apply to grants of Options to
Beneficiaries:



          (i) No Beneficiary shall be granted, in any fiscal year of the Company,
Options to subscribe or purchase more than 225,000 Shares.



          (ii) Notwithstanding the foregoing, the Company may also make additional
grants of up to 450,000 Shares to newly-hired Beneficiaries.



          (iii) The foregoing limitations shall be adjusted proportionately in
connection with any change in the Company’s capitalization as described in
Section 11.




 









 





          (iv) No Options may be granted to a shareholder who holds more than 10% of
the Company’s share capital at the time of grant.


5.4 Each Option granted under the Plan in respect of UK Beneficiaries, who are
subject to UK Income Tax and Social Security withholding, shall only be granted
provided that the Beneficiary enters into an Election with the Company or any
Affiliated Company. The Election shall be in such form and contain such
provision as the Board shall from time to time approved and as shall have been
agreed with the Board of the Inland Revenue.


5.5 Other than as expressly provided hereunder, including Section 2(k) above,
no member of the Board of Directors shall be eligible, in this sole position,
to receive an Option under the Plan.




	6.	 	TERM OF PLAN






     The Plan is effective and Options may be granted as of February 6, 2001
the date of the Plan’s adoption by the shareholders for the purpose of certain
local laws. It shall continue in effect until February 11, 2007 unless
terminated earlier under Section 13 of the Plan.




	7.	 	TERM OF OPTION






     The term of each Option shall be stated in the Notice of Grant, as ten
(10) years from the date of grant in accordance with the Shareholder
Authorization. Notwithstanding the foregoing, Options granted to Beneficiaries
of the United Kingdom Affiliated Company or Beneficiaries who are otherwise
residents of the United Kingdom or who are subject to the laws of the United
Kingdom and options granted to Beneficiaries of Ireland Affiliated Company or
Beneficiaries who are otherwise residents of Ireland or who are subject to the laws of Ireland shall have a term of
seven (7) years less one day from the day of
grant.




	8.	 	OPTION EXERCISE PRICE AND CONSIDERATION





8.1 Exercise Price


8.1.1 In the case of an Option to subscribe to new shares, the per Share
exercise price shall be determined in accordance with the following:



          (i) In the case of an Incentive Stock Option granted to a U.S. Beneficiary
who, at the time the Incentive Stock Option is granted, owns stock representing
more than ten percent (10%) of the voting rights of all classes of stock of the
Company or any Parent or Subsidiary, to the extent such U.S. Beneficiary is
permitted by the Law to receive Incentive Stock Option grants, the per Share
exercise price shall be no less than the higher of (a) 110% of the Fair Market
Value per Share or (b) 80% of the average Fair Market Values on the twenty
trading days preceding the grant date.



          (ii) In the case of an Option granted to any Beneficiary other than a U.S.
Beneficiary described in paragraph (i) immediately above, the per Share
exercise price shall be no less than the higher of (a) 100% of the Fair Market
Value per Share, or (b) 80% of the average Fair Market Values on the twenty
trading days preceding the grant date.


The exercise price shall be not be less than 80% of the average of the first
quoted prices of the Share on Euronext Paris S.A. over 20 trading days
immediately preceding the date of grant.


8.1.2 When an Option entitles the holder to purchase shares previously
repurchased by the Company, the exercise price may neither be less than eighty
(80%) of the average purchase price paid for all Shares or ADRs previously
repurchased by the Company, nor than 80% of the average of the first quoted
prices of the Share on Euronext Paris S.A. over 20 trading days immediately
preceding the date of grant.



 









 







8.2 Waiting Period and Exercise Dates. At the time an Option is granted, the
Administrator shall fix the period within which the Option may be exercised and
shall determine any conditions which must be satisfied before the Option may be
exercised. In so doing, the Administrator may specify that an Option may not
be exercised until the completion of a service period.



8.3 Form of Consideration. The consideration to be paid for the Shares upon
exercise of Options, including the method of payment, shall be determined by
the Administrator (and, in the case of an Incentive Stock Option, shall be
determined at the time of grant) and shall consist entirely of an amount in
Euros corresponding to the exercise price which may be paid namely by:




	 	–	 	wire transfer;

	 	–	 	check;





	 	–	 	delivery of a properly executed notice together with such
other documentation as the Administrator and the broker, if
applicable, shall require to effect exercise of the Option and
delivery to the Company of the sale or loan proceeds required to pay
the exercise price;






	 	–	 	proceeds from the resale of shares in case of cash-less exercise; or

	 	–	 	any combination of the foregoing methods of payment.







	9.	 	EXERCISE OF OPTION






9.1 Procedure for Exercise; Rights as a Shareholder



     Any Option granted hereunder shall be exercisable according to the terms
of the Plan and at such times and under such conditions as determined by the
Administrator and set forth in the Option Agreement. An Option may not be
exercised for a fraction of a Share.



     An Option shall be deemed exercised when the Company receives: (i) written
notice of exercise (in accordance with the Option Agreement) together with a
share subscription or purchase form (bulletin d’achat ou de souscription) from
the person entitled to exercise the Option, and (ii) full payment for the
Shares with respect to which the Option is exercised. Full payment may consist
of any consideration and method of payment authorized by the Administrator and
permitted by the Option Agreement and the Plan. Shares issued upon exercise of
an Option shall be issued in the name of the Optionee or, if requested by the
Optionee, in the name of the Optionee and his or her spouse.



     Upon exercise of any Option in accordance herewith, the Shares issued to
the Optionee shall be assimilated with all other Shares of the Company and
shall be entitled to dividends for the fiscal year in course during which the
Option is exercised.



     Granting of an Option in any manner shall result in a decrease in the
number of Shares which thereafter may be available for purposes of the Plan, by
the number of Shares as to which the Option is outstanding.


9.2 Termination of Employment. Upon termination of an Optionee’s Continuous
Status as a Beneficiary during the term of the Option, other than upon the
Optionee’s death or Disability, the Optionee may exercise his or her Option,
but only within such period of time as is specified in the Notice of Grant, and
only to the extent that the Optionee was entitled to exercise it at the date of
termination (but in no event later than the expiration of the term of such
Option as set forth in the Notice of Grant). In the absence of a specified
time in the Notice of Grant, the Option shall remain exercisable for ninety
(90) days following the Optionee’s termination of Continuous Status as a
Beneficiary. In the case of an Incentive Stock Option, such period of time
shall not exceed ninety (90) days from the date of termination. If, at the
date of termination, the Optionee is not entitled to exercise his or her entire
Option, the Shares covered by the unexercisable portion of the Option shall
revert to the Plan. If, after termination, the Optionee does not exercise his
or her Option within the time specified by the Administrator, the Option shall
terminate, and the Shares covered by such Option shall revert to the Plan.



 









 







9.3 Disability of Optionee. In the event that an Optionee’s Continuous Status
as a Beneficiary terminates, during the term of the Option, as a result of the
Optionee’s Disability, the Optionee may exercise his or her Option at any time
within six (6) months from the date of such termination, and only to the extent
that the Optionee was entitled to exercise it at the date of such termination
(but in no event later than the expiration of the term of such Option as set
forth in the Notice of Grant). If, at the date of termination, the Optionee is
not entitled to exercise his or her entire Option, the Shares covered by the
unexercised portion of the Option shall revert to the Plan. If, after
termination, the Optionee does not exercise his or her Option within the time
specified herein, the Option shall terminate, and the Shares covered by such
Option shall revert to the Plan.


9.4 Death of Optionee. In the event of the death of an Optionee during the
term of the Option, the Option may be exercised at any time within six (6)
months following the date of death, by the Optionee’s estate or by a person who
acquired the right to exercise the Option by bequest or inheritance, but only
to the extent that the Optionee was entitled to exercise the Option at the date
of death (and in no event later than the expiration of the term of such Option
as set forth in the Notice of Grant). If, at the time of death, the Optionee
was not entitled to exercise his or her entire Option, the Shares covered by
the unexercised portion of the Option shall immediately revert to the Plan.
If, after death, the Optionee’s estate or a person who acquired the right to
exercise the Option by bequest or inheritance does not exercise the Option
within the time specified herein, the Option shall terminate, and the Shares
covered by such Option shall revert to the Plan.




	10.	 	NON-TRANSFERABILITY OF OPTIONS AND SHARES






     An Option may not be sold, pledged, assigned, hypothecated, transferred or
disposed of in any manner other than by will or by laws of descent or
distribution and may be exercised, during the lifetime of the Optionee, only by
the Optionee.



     The Administrator may restrict the right of an Optionee to sell, convert
into bearer form, or otherwise dispose of the Shares acquired upon exercise of
the Option. In accordance with the Law, such restriction may not exceed three
(3) years from the exercise date.




	11.	 	ADJUSTMENTS UPON CHANGES IN CAPITALIZATION, DISSOLUTION, MERGER OR ASSET
SALE







	11.1	 	Changes in capitalization. In the event of the carrying out by the
Company of any of the financial operations pursuant to Article L 225-181 of the
Law such as:







	 	–	 	issuance of shares to be subscribed for in cash offered exclusively to the shareholders,





	 	–	 	capitalization of reserves, profits, issuance premiums and distribution of free shares,




	 	–	 	issuance of bonds convertible or exchangeable
into shares offered exclusively to shareholders,






	 	–	 	distribution of reserves in cash or portfolio securities,

	 	–	 	capital reduction motivated by losses, and





	 	–	 	repurchase of its own Shares at a price higher
than market value, pursuant to Article 174-9A of the decree
no. 67-236 of March 23, 1967,





the Administrator shall, in accordance with the conditions provided for in
Articles 174-8 et seq. of the decree no. 67-236 of March 23, 1967 concerning
commercial companies, effect an adjustment of the number and the price of the
Shares subject to Option grants.



     The number of Shares which have been authorized for issuance under the
Plan as to which no Options have yet been granted or which have been returned
to the Plan upon cancellation or expiration of an Option shall be
proportionately adjusted in the event the Company effects a share capital
increase by way of



 









 







incorporation of reserves, premiums or profits, resulting either in an
increase of the nominal value of the shares or in a free allocation of shares,
or effects a reverse or forward stock split or a combination of shares.


11.2 Dissolution or Liquidation. In the event of the proposed dissolution or
liquidation of the Company, to the extent that an Option has not been
previously exercised, it will terminate immediately prior to the consummation
of such proposed action. The Administrator may, in the exercise of its sole
discretion in such instances, declare that any Option shall terminate as of a
date fixed by the Administrator and give each Optionee the right to exercise
his or her Option as to which the Option would not otherwise be exercisable.
The possibility to exercise Options will be notified by the Administrator to
the Beneficiary. Such notification shall provide the Beneficiary with
information regarding the dissolution or liquidation process.


11.3 Change in Control. In the event of a Change in Control of the Company,
each outstanding Option shall be assumed or an equivalent option or right shall
be granted by the successor corporation or an affiliated company of the
successor corporation. The Administrator may, in lieu of such assumption or
new grant, provide for the Optionee the right to exercise the Option as to the
corresponding Shares as to which it would not otherwise be exercisable. If the
Administrator makes an Option exercisable in lieu of assumption or new grant in
the event of a Change in Control, the Administrator shall notify the Optionee
that the Option shall be fully exercisable for a period of fifteen (15) days
from the date of such notice, and the Option will terminate upon the expiration
of such period. For the purposes of this paragraph, the Option shall be
considered assumed if, following the Change in Control, the Participant
receives, with respect to each Option, the right to purchase, for each Share of
Optioned Stock subject to the Option immediately prior to the Change in
Control, the consideration (whether stock, cash, or other securities or
property) received in the Change in Control by holders of Shares or ADRs for
each Share or ADR held on the effective date of the transaction (and if holders
were offered a choice of consideration, the type of consideration chosen by the
holders of a majority of the outstanding Shares); provided, however, that if
such consideration received was not solely common stock of the successor
corporation, or its Parent, the Administrator may, with the consent of the
successor corporation, provide for the consideration to be received upon the
exercise of options or rights granted with respect to each Share of Option
Stock subject to the Option, to be solely common stock of the successor
corporation or its Parent equal in fair market value to the per share
consideration received by holders of Shares or ADRs in the merger or sale of
assets within the limits set forth by the applicable laws and regulations.


11.4 Shares subject to the Subsidiary Stock Incentive Sub-Plan. The article
11.1 is not applicable to the shares mentioned in article 3.2 of this Plan, for
which provisions of the Non-French Subsidiaries Stock Incentive Sub-Plan shall
be applicable.




	12.	 	DATE OF GRANT






     The date of grant of an Option shall be, for all purposes, the date on
which the Administrator makes the determination granting such Option. A Notice
of Grant shall be provided to each Optionee within a reasonable time after the
date of such grant.




	13.	 	AMENDMENT AND TERMINATION OF THE PLAN





13.1 Amendment and Termination. The Administrator may at any time amend,
alter, suspend or terminate the Plan.


13.2 Shareholder Approval. For the purpose of certain local laws, the Company
shall obtain shareholder approval of any Plan amendment to the extent necessary
and desirable to comply with Section 422 of the Code (or any successor rule or
statute or other applicable law, rule or regulation, including the requirements
of any exchange or quotation system on which the Shares or ADRs is listed or
quoted). Such shareholder approval, if required, shall be obtained in such a
manner and to such a degree as is required by the applicable law, rule or
regulation.



 









 







13.3 Effect of Amendment or Termination. No amendment, alteration or
suspension of the Plan shall impair the rights of any Optionee, unless mutually
agreed otherwise between the Optionee and the Administrator, which agreement
must be in writing and signed by the Optionee and the Company. In addition,
the termination of the Plan will only have consequences in the future, and will
have no impact on the outstanding Options granted under the Plan.




	14.	 	CONDITIONS UPON ISSUANCE OF SHARES





14.1 Legal Compliance. Shares shall not be issued pursuant to the exercise of
Options unless the exercise of such Options and the issuance and delivery of
such Shares shall comply with all relevant provisions of law including, without
limitation, the Law, the Securities Act of 1933, as amended, the Exchange Act,
the rules and regulations promulgated thereunder, Applicable U.S. Laws and the
requirements of any stock exchange or quotation system upon which the Shares
may then be listed or quoted.


14.2 Investment Representations. As a condition to the exercise of an Option,
the Company may require the person exercising such Option to represent and
warrant at the time of any such exercise that the Share is being subscribed
only for investment and without any present intention to sell or distribute
such Share if, in the opinion of counsel for the Company, such a representation
is required.




	15.	 	LIABILITY OF COMPANY






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




	16.	 	INFORMATION OF THE PARTICIPANTS OF THE GRANT OF THE OPTIONS






     The Company informs the Participant of the grant of Options by sending
him/her the Notice of Grant to which a copy of the present Plan is attached.
As of the time of receipt, the Participant reviews all the documents sent by
the Company and returns to it an acknowledgement of receipt provided by the
Company for this purpose.



     In addition, the Company shall inform the Participant within a reasonable
time limit of any modifications of the conditions of the Options granted under
the present Plan.




	17.	 	LAW AND JURISDICTION AND LANGUAGE






     This Plan shall be governed by and construed in accordance with the laws
of the Republic of France. The Tribunal de Grande Instance of Nanterre, or the
court otherwise competent, shall have jurisdiction to determine any claim or
dispute arising in connection herewith.



     The Plan has been adopted in the French language. As a result, only the
French version shall prevail. Any version hereof drafted in another language
is for information purposes only.



 









 





BUSINESS OBJECTS S.A.

2001 STOCK INCENTIVE PLAN

EXHIBIT A




BUSINESS OBJECTS S.A.

2001 STOCK OPTION GRANT AGREEMENT

Part I

NOTICE OF STOCK OPTION GRANT




     Name:



     Address:





You have been granted options to subscribe for Shares of the Company, subject
to the terms and conditions of the 2001 Stock Incentive Plan, as amended (the
Plan) and this Option Agreement, as follows. Unless otherwise defined herein,
the terms defined in the Plan shall have the same defined meanings in this
Option Agreement.



     Grant Number:



     Date of Grant:



     Vesting Commencement Date:



     Total Number of Options Granted:



     Exercise Price per Option:



     Total Exercise Price:



     Term/Expiration Date:



     Type of Option (for US Beneficiaries only): These Options are intended to
be Incentive Stock Options (“ISOs”). However, in accordance with Section
422(d) of the Internal Revenue Code of 1986 as amended, to the extent that the
aggregate fair market value of Shares subject to ISOs which become exercisable
for the first time during any calendar year (under all plans of the Company or
any Affiliated Company) exceeds $100,000, such excess Options is treated as
Non-statutory Stock Options (“NSO”).



     Vesting Schedule: These Options may be exercised, in whole or in part, in
accordance with the following schedule:



provided that the
Beneficiary remains in Continuous Status as a Beneficiary, as defined in
section 2 (y) of the Plan, on such dates.



     Termination Period: These Options may be exercised for ninety (90) days
after termination of the Optionee’s employment with the Company or the
Affiliated Company as the case may be. Upon the death or Disability of the
Optionee, these Options may be exercised


OPTIONEE:


     










for such longer period as provided in
the Plan. Save as provided in the Plan, in no event shall these Options be
exercised later than the Term/Expiration Date as provided above.


     By your signature and the signature of the Company’s representative below,
you and the Company agree that these Options are granted under and governed by
the terms and conditions of the Plan and this Option Agreement. Moreover, by
signing this document you acknowledge receipt of the rules of the Plan and of
this Option Agreement, you represent that you have reviewed the Plan and this
Option Agreement in their entirety, had the opportunity to obtain the advice of
counsel prior to executing this Option Agreement and fully understand all
provisions of the Plan and Option Agreement. You hereby agree to accept as
binding, conclusive and final all decisions or interpretations of the
Administrator upon any questions relating to the Plan and Option Agreement.
You further agree to notify the Company upon any change in the residence
address indicated above. You acknowledge and agree that this Option and its
vesting schedule does not constitute an express or implied promise of continued
employment and shall not interfere in any way with your right or the Company’s
right to terminate your employment at any time. Further, the benefits, if any,
arising from your Option, 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 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 Company and the Optionee recognize that the Plan has been adopted in
the French language. As a result, only the French version shall prevail. The
translation in English is provided for information purposes only.









FOR BUSINESS OBJECTS S.A.


     










 









 





BUSINESS OBJECTS S.A.

2001 STOCK OPTION GRANT AGREEMENT

Part II

TERMS AND CONDITION







     1.      Grant of Options. The Plan Administrator of the Company hereby grants
to the Optionee named in the Notice of Grant attached as Part I of this
Agreement (the “Optionee”), number of options (“Options”) as set forth in the
Notice of Grant each giving right by exercise to subscribe one Share, at the
exercise price per Option set forth in the Notice of Grant (the “Exercise
Price”), subject to the terms and conditions of the 2001 Stock Incentive Plan,
which is incorporated herein by reference. Subject to Section 13.3 of the
Plan, in the event of a conflict between the terms and conditions of the Plan
and the terms and conditions of this Option Agreement, the terms and conditions
of the Plan shall prevail.


If designated in the Notice of Grant as an ISO, this Option is intended to
qualify as an ISO under Section 422 of the Code. However, if this Option is
intended to be an ISO, to the extent that it exceeds the $100,000 rule of Code
Section 422(d) it shall be treated as a Non-statutory Stock Option.



     2.      Exercise of Options



     (a)      Right to Exercise. These Options are exercisable during the term in
accordance with the Vesting Schedule set out in the Notice of Grant and the
applicable provisions of the Plan and this Option Agreement. In the event of
Optionee’s death, Disability or other termination of Optionee’s employment, the
exercisability of the Options is governed by the applicable provisions of the
Plan and this Option Agreement.







     (b)      Method of Exercise. These Options are exercisable by delivery of an
exercise notice, in the form attached hereto (the “Exercise Notice”),
comprising a share subscription form (bulletin de souscription) which shall
state the election to exercise the number of Options indicated in such Exercise
Notice (the “Exercised Options”), and such other representations and agreements
as may be required by the Company pursuant to the provisions of the Plan. The
Exercise Notice shall be signed by the Optionee and shall be delivered in
person or by certified mail to the Company or its designated representative or
by facsimile message to be immediately confirmed by certified mail to the
Company. The Exercise Notice shall be accompanied by payment of the aggregate
Exercise Price as to all Exercised Options. These Options shall be deemed to
be exercised upon receipt by the Company of such fully executed Exercise Notice
accompanied by such aggregate Exercise Price.



     No Shares shall be issued pursuant to the exercise of these Options unless
such issuance and exercise complies with all relevant provisions of law and the
requirements of any stock exchange or quotation service upon which the Shares
are then listed. Assuming such compliance, for income tax purposes the Shares
acquired by exercise of Options shall be considered transferred to the Optionee
on the date Options are exercised with respect to such Shares.








 









 











     3.       Method of Payment. Payment of the aggregate Exercise Price shall be by
any of the following method, or a combination thereof, at the election of the
Optionee: (i) wire transfer; (ii) check; (iii) delivery of a properly executed
notice together with such other documentation as the Administrator and the
broker, if applicable, shall require to effect exercise of the Option and
delivery to the Company of the sale or loan proceeds required to pay the
exercise price; (iv) proceeds from the resale of shares in case of cash-less
exercise, or (v) any combination of the foregoing methods of payment.



     In accordance with Article 4.2.4 of the Company French Savings Plan, the
beneficiary may use holdings under the Company Savings Plan for the exercise of
the Options. In such case, the obtained shares are contributed to the Company
Savings Plan and are subject to a five-year lock-up period from the
date of exercise.



     4.     Non-Transferability of Options. These Options may not be transferred
in any manner otherwise than by will or by the laws of descent or distribution
and may be exercised during the lifetime of the Optionee only by the Optionee.
The terms of the Plan and this Option Agreement shall be binding upon the
executors, administrators, heirs, successors and assigns of the Optionee.



     5.      Terms of Options. Except as provided in the Plan, these Options may be
exercised only within the term set out in the Notice of Grant, and may be
exercised during such term only in accordance with the Plan and the terms of
this Option Agreement.







     6.     UK National Insurance Liability. By virtue of your acceptance of the
rules of the Plan, you are required to enter into an Election with the Company
or Affiliated Company in the form attached to this Agreement marked attachment
C. In the event that the Optionee fails to enter into the Election as required
by the terms of this Agreement, by signing and returning Attachment C to the
Company within a period of 28 days of the date of receipt of this Agreement,
then these Options shall terminate and shall there upon become null and void.



     7.      Entire Agreement; Governing Law. The Plan is incorporated herein by
reference. The Plan and this Option 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 of the Company and Optionee with
respect to the subject matter hereof, and may not be modified adversely to the
Optionee’s interest except by means of a writing signed by the Company and
Optionee. This Agreement is governed by the laws of the Republic of France.



     Any claim or dispute arising under the Plan or this Agreement shall be
subject to the jurisdiction of the Tribunal de Grande Instance of Nanterre or
the court otherwise competent.








 









 





CONSENT OF SPOUSE




(to be signed by residents of

California and other community property states)




     The undersigned spouse of Optionee has read and hereby approves the terms
and conditions of the Plan and this Option Agreement. In consideration of the
Company’s granting his or her spouse the right to subscribe Shares as set forth
in the Plan and this Option Agreement, the undersigned hereby agrees to be
irrevocably bound by the terms and conditions of the Plan and this Option
Agreement and further agrees that any community property interest shall be
similarly bound. The undersigned hereby appoints the undersigned’s spouse as
attorney-in-fact for the undersigned with respect to any amendment or exercise
of rights under the Plan or this Option Agreement.







	 	 	 
	 

	 	

Consent of spouse







 










 






BUSINESS OBJECTS S.A.

A Société Anonyme with a registered capital of 9,503,468.50 Euros

Registered office: 157-159 rue Anatole France 92309 Levallois – Perret Cedex

R. C. S.: Nanterre B 379 821 994




OPTION EXERCISE NOTICE AND SUBSCRIPTION FORM

Revised: June __, 2004




Complete and fax to Allecon Stock Associates prior to contacting Deutsche Bank Alex. Brown

Telephone: +01-248-288-7808           Fax: +01-248-288-7806




IMPORTANT: If your Option Exercise Notice is illegible, incomplete, incorrect or unsigned, it will be rejected.








	 	 	 	 	 	 	 	 	 
	Please Print
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Full Name:
	 	 	 	 	 	 	 	 
	 	 	

	 
	 	 	 	 	 	 	 	 
	Date of birth:	 	 	 	City/State/Country of birth:	 	 
	

	 	
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Mailing Address:
	 	 	 	 	 	 	 	 
	 	 	

	 	 	Number, Street, Apartment Number
	 
	 	 	 	 	 	 	 	 
	 	 	

	 	 	City, State or Province, Postal Code, Country
	 
	 	 	 	 	 	 	 	 
	Home Phone:

	 	 	 	 	 	Work Phone:	 	 
	 	 	
	 	 	 	

	 	 	Include Country Code (Non-U.S.)	 	 	 	Include Country Code (Non-U.S.)
	 
	 	 	 	 	 	 	 	 
	E-mail Address:

	 	 	 	 	 	Work Fax:	 	 
	 	 	
	 	 	 	

	

	 	 	 	 	 	 	 	Include Country Code (Non-U.S.)
	 
	 	 	 	 	 	 	 	 
	Upon completion of my exercise, please send my Exercise Confirmation Statement via:      o Postal Service     oEmail









I, the undersigned, hereby give notice, effective the date set forth below,
that I exercise the following stock options previously granted to me by
Business Objects S.A. under the 1993, the 1994, and/or the 1999 Stock Options
Plan(s)and/or the 2001 Stock Incentive Plan:



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	OPTION EXERCISE INFORMATION 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Exercise Price	 	 	Total Exercise	 	 	 	 	 	 	 	Shares to be	 
	 	 	 	 	Grant Date	 	 	# Options to be	 	 	Per Option (B)	 	 	Price (A) x (B)	 	 	Shares to be	 	 	Retained	 
	 	Grant ID	 	 	(month/day/year)	 	 	Exercised (A)	 	 	(Euros)	 	 	(Euros)	 	 	Sold (C)	 	 	(A) – (C)	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	€	 	 	 	 	€	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	€	 	 	 	 	€	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	€	 	 	 	 	€	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	€	 	 	 	 	€	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	€	 	 	 	 	€	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	Totals	 	 	 	 	 	 	 	 	 	 	 	 	€	 	 	 	 	 	 	 	 	 	 	 	 	 






I represent that the above shares are not subject to any encumbrance or other
claims and that Business Objects S.A., Deutsche Bank Alex. Brown, Allecon Stock
Associates, and the transfer agent may rely upon this notice as authorization
for this purpose.


I acknowledge that I have received and understand the terms and conditions of
the 1993, the 1994, and/or the 1999 Stock Options Plan(s)and/or the
2001 Stock
Incentive Plan and the Option Agreement, and agree to abide by and be bound by
their terms and conditions.


SECURITIES LAW COMPLIANCE


I do NOT currently have access to, nor am I aware of, any material, non-public
inside information regarding Business Objects S.A. which could or has
influenced my decision to purchase and/or sell this stock. (If you are
uncertain as to whether you are a corporate insider or possess material inside
information, please contact the Chief Financial Officer of Business Objects
S.A. prior to exercising any options.) Trading stock based upon your material,
non-public inside information could subject you to
personal liability. I acknowledge that if I am subject to Rule 16(b) of the
Securities Exchange Act of 1934, I may be liable to Business Objects S.A. for
“short-swing profits”.


 









 






	 	 	 	 	 
	Page 2 Option Exercise Notice and Subscription Form

	 	Your Full Name:	 	 
	

	 	 	 	








METHOD OF EXERCISE, PAYMENT OF OPTION EXERCISE PRICE, AND USE OF PROCEEDS



	 	 	 	 	 	 	 	 	 
	o	 	 	1.	 	 	Exercise and
Hold — (Cash Exercise only — No Sale) Please note, if you are a US
resident and you do a Cash exercise, you might be subject to Alternative Minimum Tax. Please
consult your tax advisor.
	 	 	 	 	 	 	Share Delivery:
	

	 	 	 	 	 	o
	 	Deliver ADSs to my Deutsche Bank Alex. Brown account number                                                           .
	

	 	 	 	 	 	o
	 	Register shares in a shareholder account opened in my name
with BNP Paribas. I understand I must pay upon exercise the option
price and additionally, I agree to pay national, state/provincial,
local & FICA/national insurance taxes due upon this exercise.
	

	 	 	 	 	 	 	 	 
	 	 	You should select one of 2 following Methods of Payment below:
	 	 	 	 	 	 	Method of Payment #1: 
	

	 	 	 	 	 	o
	 	Deduct cost and, if applicable, taxes from existing funds in my Deutsche Bank Alex Brown Account.
	

	 	 	 	 	 	o
	 	I will send funds for cost and, if applicable, taxes directly
to Business Objects S. A. Human Resources Department, 157-159 rue
Anatole France, 92309 Levallois-Perret Cedex, FRANCE (Note: Payment
must be received within 10 days from the date Allecon Stock
Associates receives this form or the exercise will be canceled).
	

	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Method of Payment #2: Available to employees of France ONLY
	

	 	 	 	 	 	o
	 	I will pay the cost and applicable withholding taxes using
the assets I owned under the Plan d’Epargne d’Enterprise. NSM Gestion
(the Plan Administrator) will send the total amount directly to
Business Objects S. A. (Payment form and instructions are available
on Sesalis web site).
	

	 	 	 	 	 	 	 	 
	o	 	 	2.	 	 	Exercise and Sell All Shares — (Same Day Sale Exercise only)

I must provide a verbal sale order to Deutsche Bank Alex. Brown at +01-800-776-7564 or +01-410-895-4347 (Insiders call +01-415-617-2863). Proceeds after payment of
the aggregate option exercise price and all applicable taxes and fees should be:
	

	 	 	 	 	 	o
	 	credited to my Deutsche Bank Alex. Brown account number                                                                            .
	

	 	 	 	 	 	o
	 	wired to my personal bank account. (Please complete wiring instructions on page 3 of this form.)
	

	 	 	 	 	 	o
	 	send a check (US $only) to the address indicated on the first page of this form.
	

	 	 	 	 	 	 	 	 
	o	 	 	3.	 	 	Exercise and Sell Some Shares — (Cash and Same Day Sale Exercise) Please note, if you are a US resident and you do a Cash exercise, you might be
subject to Alternative Minimum Tax. Please consult your tax advisor.
	

	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Sell the number of ADSs as follows:                    I must also provide a verbal sale order to Deutsche Bank Alex. Brown at +01-800-776-7564 or +01-410-895-4347 (Insiders call . Any remaining
+01-415-617-2863). I understand that I must exercise and sell enough ADSs at the market price to provide proceeds at least equal to the sum of the aggregate option cash proceeds
exercise price and all applicable taxes and fees. Hold the balance of my ADSs in my Deutsche Bank Alex. Brown account number should be:
	

	 	 	 	 	 	o
	 	credited to my Deutsche Bank Alex. Brown account number                                                                             .
	

	 	 	 	 	 	o
	 	wired to my personal bank account. (Please complete wiring instructions on page 3 of this form.)
	

	 	 	 	 	 	o
	 	send a check (US $only) to the address indicated on the first page of this form.
	

	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	I authorize Deutsche Bank Alex. Brown to pay the aggregate amount of the
option exercise price to Business Objects S.A., representing the purchase
price of the shares subscribed upon exercise of the options, and any taxes
due.
In the event sales proceeds are not sufficient to cover my tax liability,
I will reimburse Business Objects S.A. for any and all amounts paid by
Business Objects S.A. on my behalf.







      







Optional/Additional Tax Withholding Percentage for Federal/National Tax
Requirements:                    % and/or State Tax Requirements:                    %
Consult a tax professional for specific withholding rates.


The above rates will apply to all exercises mentioned on Page 1, unless
otherwise indicated. Rates may vary depending on type of grant exercised,
grant restrictions and/or country of residence.






	 	 	 	 	 
	Note: Above signature below, please print: “Valid for the subscription of

	 	 	 	shares.”
	

	 	

Number of Option Exercised	 	 







	 	 	 	 	 	 	 	 	 
	OPTIONEE SIGNATURE:

	 	 	 	DATE:	 	 	 	 
	

	 	

	 	 	 	

	 	 







	 	 	 	 	 	 	 	 	 	 	 
	STATUS:

	 	o Current Employee
	 	o Former Employee
	 	Date of Termination	 	 	 	 
	

	 	 	 	 	 	 	 	

	 	 







This form will expire at the close of business one month from the date it is received by Allecon Stock Associates.

For former employees, this form will expire in the lesser of one month or the actual expiration date of your options.

For Insiders, this form will expire at the close of the trading window.




 









	 	 	 	 	 	 	 	 	 	 	 
	Allecon Stock Associates Approval
	I confirm that the optionee is entitled to exercise the options indicated above
as of the subscription date indicated above.
	 
	By:

	 	 	 	Date:
	 	 	 	Form Expiration Date:	 	 
	

	 	

	 	 	 	

	 	 	 	

	

	 	As Agent for Business Objects, S.A.