exv10w25



 







Exhibit 10.25




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,

on August 20, 2004, on August 12, 2005, on October 20, 2005, on March 15, 2006, on May 31, 2006, on

June 7, 2006 and July 20, 2006




     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 as the “2001 Stock Incentive Plan.”



     The terms and conditions of the Plan are set out below.



1. PURPOSES OF THE PLAN




     The purposes of this 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
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 Article 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 Eurolist by Euronext
TM 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.



     (ff) “Notification Date” shall mean the date at which the Company notifies to the Optionees
through its local representative the Option Agreement and, as the case may be, its exhibits,
Election, acceptance form, information form and any other exhibit or form attached to the Option
Agreement.



3. STOCK SUBJECT TO THE PLAN AND THE SUBSIDIARY STOCK INCENTIVE SUB-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 3,000,000 Shares per calendar year, being
provided, however, that the total number of Shares issued during each calendar year under the
sixteenth, the seventeenth, the eighteenth, the nineteenth and the twentieth resolutions of the
Company’s shareholders meeting held on June 7, 2006, shall not exceed, for each concerned calendar
year, 3% of the Company’s share capital as of December 31 of the previous calendar year. This
authorization is valid for 24 month and will expire on June 7, 2008.



     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.



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 sub-plans to the Plan 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 subject to the express approval
of the Shareholders;
	 
	 	–	 	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 terminated under Section 13 of the Plan.



7. TERM OF OPTION




     The term of each Option shall be stated in the Notice of Grant, as seven (7) 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 the 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 (1) day from the day of grant.



8. OPTION EXERCISE PRICE AND CONSIDERATION




8.1 Exercise Price



In the case of an Option to subscribe to new shares, the subscription price of one share shall be
determined by the Board of Directors on the date of the grant of the option in accordance with the
following:





	 	(a)	 	In the case of Incentive Stock Options granted to a U.S. resident beneficiary or
subject to the U.S. laws and regulations at the option grant date, who owns stock
representing more than 10% of the voting rights of all classes of stock of the Company or
any affiliates, to the extent such beneficiary is legally authorized to receive option
grants, the subscription price per share shall be set in euros and shall not be lower than
the higher of the two following prices: (i) 110% of the closing price reported on the
market Eurolist by EuronextTM on the last trading day preceding the grant date,
or (ii) 100% of the average opening prices reported on such market over the twenty trading
days preceding the grant date; as reported by Euronext Paris S.A. or some other publication
that the Board of Directors deems reliable.
	 
	 	(b)	 	In the case of an Incentive Stock Option or Non-Statutory Stock Option granted to any
beneficiary other than a beneficiary described in paragraph (a) above, the subscription
price per share shall be set in euros and shall not be lower than the higher of the two
following prices: (i) 100% of the closing price reported on the market Eurolist by
EuronextTM on the last trading day preceding the grant date, or (ii) 100% of the
average opening prices reported on such market over the twenty trading days preceding the
grant




 









 






	 	 	 	date; as reported by Euronext Paris S.A. or some other publication that the Board of
Directors will deem reliable.




In case of options to purchase shares, which were repurchased by the Company and held as treasury
shares, the purchase price of one share shall be determined by the Board of Directors on the date
of the grant of the option in accordance with the following:





	 	(a)	 	In the case of an Incentive Stock Option granted to a U.S. resident beneficiary or
subject to the U.S. laws and regulations who, at the option grant date, owns stock
representing more than 10% of the voting rights of all classes of stock of the Company or
any affiliates, to the extent such beneficiary is legally authorized to receive option
grants, the purchase price per share shall be set in euros and shall not be lower than the
higher of the three following prices: (i) 110% of the closing price reported on the market
Eurolist by EuronextTM on the last trading day preceding the grant date, (ii)
100% of the average purchase price of the treasury shares held by the Company under
articles L.225-208 and L.225-209 of the French Commercial Code, according to article
L.225-179 of the French Commercial Code or (iii) 100% of the average opening prices
reported on such market over the twenty trading days preceding the grant date; as reported
by Euronext Paris S.A. or some other publication that the Board of Directors will deem
reliable.
	 
	 	(b)	 	In the case of an Incentive Stock Option or Non-Statutory Stock Option granted to any
beneficiary other than a beneficiary described in paragraph (a) above, the purchase price
per share shall be set in euros and shall not be lower than the higher of the three
following price: (i) 100% of the closing price reported on the market Eurolist by
EuronextTM on the last trading day preceding the grant date, (ii) 100% of the
average purchase price of the treasury shares held by the Company under articles L.225-208
and L.225-209 of the French Commercial Code, according to article L.225-179 of the French
Commercial Code or (iii) 100% of the average opening prices reported on such market over
the twenty trading days preceding the grant date; as reported by Euronext Paris S.A. or
some other publication that the Board of Directors will deem reliable.




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,




	 	(i)	 	subject to the signature by the Optionee of his/her Option Agreement and, as the case may
be, its exhibits, Election, acceptance form, information form and any other exhibit or form
attached to the Option Agreement on or before the 90th day from the Notification Date.
	 
	 	(ii)	 	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)	 	exercise instructions from the person entitled to exercise the
Option:






	 	–	 	either in form of a written notice of exercise
(in accordance with the Option Agreement) together with a share
subscription or purchase form (bulletin d’achat ou de souscription),
	 
	 	–	 	or according to an electronic or other
withdrawal procedure prescribed by the Administrator; 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 issued under the Non-French Subsidiaries Stock Incentive Sub-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 OPTIONEE OF THE GRANT OF THE OPTIONS




     The Company informs the Optionee 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 Optionee
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 Optionee 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 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 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.



	 	 	 	 	 
	OPTIONEE:

	 	FOR BUSINESS OBJECTS S.A.	 	 
	 
	 	 	 	 
	 


	 	 

On behalf of John Schwarz, Chief Executive Officer
	 	 






 









 






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 subject to the signature by the
Optionee of his/her Option Agreement and, as the case may be, its exhibits, Election, acceptance
form, information form and any other exhibit or form attached to the Option Agreement on or before
the 90th date from the Notification Date. 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 (i) 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, or (ii) by
following an electronic or other withdrawal procedure prescribed by the Administrator. In case of
method of exercise described in (i) above, he 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. In cases (i)
and (ii) described above, the exercise instruction 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 or the electronic exercise
instruction duly notified according to procedure prescribed by the Administrator, 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.


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.



 









 







BUSINESS OBJECTS S.A.

A Société Anonyme with a registered capital of 9,650,548.50 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: August 22, 2005)




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




Telephone: +01-248-353-7050                    Fax: +01-248-353-1445




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:                                                             
                                                                                







1) Number, Street, Apartment Number




2)
                                                                              




3) 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.)










                   
                                      
                   
                   
    4) Upon completion of my exercise, please send my Exercise Confirmation Statement via:    
o Postal Service    o Email



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:




1









 









     (ii) OPTION EXERCISE INFORMATION



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	#	 	 	Exercise Price	 	 	(1) Total Exercise	 	 	 	 	 	 	(v) Shares to be	 
	 	 	(iv) Grant Date	 	 	Options to be	 	 	Per Option (B)	 	 	Price (A) x (B)	 	 	Shares	 	 	Retained	 
	(iii) Grant ID	 	(month/day/year)	 	 	Exercised (A)	 	 	(Euros)	 	 	(Euros)	 	 	to be Sold (C)	 	 	(A) – (C)	 
	 
	 	 	 	 	 	 	 	 	 	€	 	€	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	€	 	€	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	€	 	€	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	€	 	€	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	€	 	€	 	 	 	 	 	 	 	 
	17.2
	 	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.




18. 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”.




2









 








Page 2
Option Excercise Notice and Subscription Form
                    Your
FullName:                               
          




	 	 	 	 	 	 	 
	18.1

	 	 	 	 	 	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. FONGEPAR (the Plan Administrator) will send the total
amount directly to Business Objects S. A. (Payment form and instructions are available
on the France HR 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. (Wire Instruction Form is available on the
website. You should work directly with a Deutsche Bank Alex. Brown representative to
arrange the wire transfer of your funds).
	 

	 	 	 	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 +01-415-617-2863). I understand cash proceeds
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 exercise price and all applicable taxes and fees. Hold the balance
of my ADSs in my Deutsche Bank Alex. Brown account number _____. Any remaining cash proceeds should be:
	 
	 	 	 	 	 	 
	 

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

	 	 	 	o
	 	wired to my personal bank account. (Wire Instruction Form is available on the
website. You should work directly with a Deutsche Bank Alex. Brown representative to
arrange the wire transfer of your funds)
	 

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






3









 





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 (US TAXPAYERS ONLY) Federal Tax: ____________% and/or




State Tax: _____________% 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:	 	 
	 

	 	 
	 	 	 	 
	i.
	 	 	 	 	 	 
	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.








4