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                                                                     EXHIBIT 4.4

                             [BUSINESS OBJECTS LOGO]

                              BUSINESS OBJECTS S.A.
                             2001 STOCK OPTION PLAN

        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 rights to subscribe or purchase
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.

        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, as adjusted from
                time to time in accordance with Section 11 of the Plan.

        (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"


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                        (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. The Notice
                of Grant is part of the Option Agreement.

        (k)     "BENEFICIARY" means the Chief Executive Officer
                (President-Directeur General) and Managing directors (Directeurs
                generaux) 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 an Option granted only to U.S.
                Beneficiaries and intended 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 as amended by the
                Ordonnance no. 2000-912 dated September 18, 2000.



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        (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 the Company
                or an Affiliated Company 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 Option 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 which conforms with the
                criteria set forth in L 225-180 of the Law as follows:

                -       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 Marche of Euronext
                Paris on or such other Regulated Market on which the Shares are
                traded, on the last market trading day prior to the day of
                grant, as reported in La Tribune, or such other source as the
                Administrator deems reliable;



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        (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 ("marche reglemente") under the law no. 98-546 of
                July 3, 1998, as amended.

3.      STOCK 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 3,450,000 Shares of _ 0.10 nominal value each, plus an annual
        increase to be added on June 30 of each year beginning in 2002 equal to
        the lesser of (i) 4,500,000 Shares of _ 0.10 nominal value each, (ii) 5%
        of the total Shares of the Company on such date, or (iii) a lesser
        amount determined by the Board.

        Notwithstanding the above, and pursuant to the Law, options issued and
        outstanding under all option plans of the Company may not exceed
        one-third of the Company's share capital.

        If an Option should expire or become unexercisable for any reason
        without having been exercised in full, the unsubscribed or unpurchased
        Shares which were subject thereto shall, unless the Plan shall have been
        terminated, become available for future grant under the 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;

        -       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 established for the purpose of qualifying for
                preferred tax treatment under foreign tax laws;

        -       to modify or amend 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 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.



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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 of the
                Shares 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 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. It shall continue
        in effect for a term of five (5) years unless terminated earlier under
        Section 13 of the Plan, so that Options may be granted hereunder until
        February 6, 2006.



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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 SUBSIDIARY OF THE COMPANY OR
        BENEFICIARIES WHO ARE OTHERWISE RESIDENTS OF THE UNITED KINGDOM OR WHO
        ARE SUBJECT TO THE LAWS OF THE UNITED KINGDOM 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.

8.1.2   When an Option entitles the holder to purchase shares previously
        repurchased by the Company, the exercise price may not be less than
        eighty (80%) of the average purchase price paid for all Shares or ADRs
        previously repurchased by the Company.

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 French francs corresponding to the exercise
        price which may be paid either 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; or

        -       any combination of the foregoing methods of payment.

9.      EXERCISE OF OPTION

9.1     PROCEDURE FOR EXERCISE; RIGHTS AS A SHAREHOLDER



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        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.



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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 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 as follows:

        -       issuance of shares to be subscribed for in cash or by set-off of
                existing indebtedness offered exclusively to the shareholders,

        -       capitalization of reserves, profits, issuance premiums or the
                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.

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 substituted by the successor corporation or an affiliated
        company of the successor corporation. The Administrator may, in lieu of
        such assumption or substitution, 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 substitution 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 Option or right confers the right to purchase, for each Share of
        Optioned



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        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 the
        Option for 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.

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.
        Notice of the determination 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. 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, suspension
        or termination 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.

14.     CONDITIONS UPON ISSUANCE OF SHARES

14.1    LEGAL COMPLIANCE. Shares shall not be issued pursuant to the exercise of
        an Option unless the exercise of such Option 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 Shares are being
        subscribed only for investment and without any present intention to sell
        or distribute such Shares 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.



                                       9
<PAGE>   10

16.     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
        shall be exclusively competent to determine any claim or dispute arising
        in connection herewith.

The Company, the Board and the Optionees recognize that the Plan has been
prepared both in the French and the English language. The French version is the
version that binds the parties; notwithstanding this, the English version
represents an acceptable translation and, consequently, no official translation
will be required for the interpretation of the Plan.



                                       10
<PAGE>   11

                              BUSINESS OBJECTS S.A.
                        2001 STOCK OPTION GRANT AGREEMENT
                                     Part I
                          NOTICE OF STOCK OPTION GRANT

        Name:
        Address:

You have been granted an option to subscribe Shares of the Company, subject to
the terms and conditions of the 2001 Stock Option Plan (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:
Exercise Price per Share:
Total Number of Shares Granted:
Total Exercise Price:
Term/Expiration Date:

Type of Option (for US Beneficiaries only): This Option is intended to be an
Incentive Stock Option ("ISO"). 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 Incentive Stock Options 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: This Option 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: This Option 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, this
Option may be exercised for such longer period as provided in the Plan. Save as
provided in the Plan, in no event shall this Option 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 this Option is granted under and governed
by the terms and conditions of the Plan and this Option Agreement. 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 their 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 and this Agreement
have been prepared both in the French and the English language. The French
version is the version that binds the parties, which is to be signed by the
Optionee and returned to the Company; notwithstanding this, the English version
represents an acceptable translation and, consequently, no official translation
will be required for the interpretation of this agreement.


OPTIONEE:                              FOR BUSINESS OBJECTS S.A.

           ------------------------                 ---------------------------


                              BUSINESS OBJECTS S.A.



                                       11
<PAGE>   12

                        2001 STOCK OPTION GRANT AGREEMENT
                                     Part II
                               TERMS AND CONDITION

1. Grant of Option. 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"), an option (the "Option") to subscribe the number of Shares, as set
forth in the Notice of Grant, at the exercise price per Share set forth in the
Notice of Grant (the "Exercise Price"), subject to the terms and conditions of
the 2001 Stock Option Plan, which is incorporated herein by reference. Subject
to Section 13(c) 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 Incentive Stock Option, this Option
is intended to qualify as an Incentive Stock Option under Section 422 of the
Code. However, if this Option is intended to be an Incentive Stock Option, 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 Option

(a) Right to Exercise. This Option is exercisable during its 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 Option is governed by the applicable provisions of the
Plan and this Option Agreement.

(b) Method of Exercise. This Option is 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 Option, the number of Shares in respect of which the Option is
being exercised (the "Exercised Shares"), 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 Shares. This Option 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 this Option 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 Exercised
Shares shall be considered transferred to the Optionee on the date the Option is
exercised with respect to such Exercised Shares.

3. Method of Payment. Payment of the aggregate Exercise Price shall be by any of
the following, 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; or (iv)
any combination of the foregoing methods of payment.

4. Non-Transferability of Option. This Option 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 Option. Subject as provided in the Plan, this Option 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 THIS OPTION SHALL TERMINATE AND SHALL THERE UPON BECOME NULL AND VOID.

6. Entire Agreement; Governing Law. The Plan 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 exclusive jurisdiction of the Tribunal de Grande Instance of
Nanterre.



                                       2
<PAGE>   13

                                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


<PAGE>   14

                                  ATTACHMENT B

BUSINESS OBJECTS S.A.

        A Societe Anonyme with a registered capital of 6,096,114.00 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

         COMPLETE AND FAX TO GREAT LAKES STRATEGIES PRIOR TO CONTACTING
                           DEUTSCHE BANK ALEX. BROWN
            TELEPHONE: +01-248-637-8136       FAX: +01-248-614-4664

IMPORTANT: IF YOUR OPTION EXERCISE NOTICE IS ILLEGIBLE, INCOMPLETE, INCORRECT OR
                         UNSIGNED, IT WILL BE REJECTED.

--------------------------------------------------------------------------------
PLEASE PRINT

FULL NAME:
          ----------------------------------------------------------------------

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:    [ ] POSTAL SERVICE     [ ] 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):


<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------------
OPTION   EXERCISE   INFORMATION
------------ ------------------- ------------------ ------------------ ------------------ ------------------ ------------------
<S>          <C>                 <C>                <C>                <C>                <C>                <C>
                                  # OPTIONS TO BE   EXERCISE PRICE      TOTAL EXERCISE      SHARES TO BE
                                   EXERCISED (A)    PER SHARE (B)       PRICE (A) X (B)       SOLD (C)
Grant ID     Grant Date                                  (EUROS)            (EUROS)                          Shares to be
              (MONTH/DAY/YEAR)                                                                               Retained
                                                                                                                (A) -- (C)
------------ ------------------- ------------------ ------------------ ------------------ ------------------ ------------------

------------ ------------------- ------------------ ------------------ ------------------ ------------------ ------------------

------------ ------------------- ------------------ ------------------ ------------------ ------------------ ------------------

------------ ------------------- ------------------ ------------------ ------------------ ------------------ ------------------

------------ ------------------- ------------------ ------------------ ------------------ ------------------ ------------------

------------ ------------------- ------------------ ------------------ ------------------ ------------------ ------------------

                                 ------------------ ------------------ ------------------ ------------------ ------------------
                       TOTALS
                                 ------------------                    ------------------ ------------------ ------------------
</TABLE>

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, Great Lakes
Strategies, 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, 1994 and/or 1999 Business Objects Stock Option Plan(s) 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 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 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".



                                       3
<PAGE>   15

PAGE 2 OPTION EXERCISE NOTICE AND SUBSCRIPTION FORM
                                   YOUR FULL NAME:__________________________


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

[ ]  1.  EXERCISE AND HOLD - (CASH EXERCISE ONLY -- NO SALE)
         SHARE DELIVERY:

         [ ]  Deliver ADSs to my Deutsche Bank Alex. Brown account
              number __________________________.

         [ ]  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

         METHOD OF PAYMENT:
         (Payment must be made within 10 days or the exercise will be cancelled)

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

         [ ]  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

[ ]  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 +01-410-229-2559 (Insiders call +01-415-544-2863).
         Proceeds after payment of the aggregate option exercise price and all
         applicable taxes and fees should be:

         [ ]  credited to my Deutsche Bank Alex. Brown account
              number __________________________.
         [ ]  wired to my personal bank account. (Please complete wiring
              instructions below.)

[ ]  3.  EXERCISE AND SELL SOME SHARES - (CASH AND SAME DAY SALE EXERCISE)

         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
         +01-410-229-2559 (Insiders call +01-415-544-2863). 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 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:

         [ ] credited to my Deutsche Bank Alex. Brown account
             number __________________________.
         [ ] wired to my personal bank account. (Please complete wiring
              instructions below.)

WIRE INSTRUCTIONS FOR EXERCISE AND SELL ALL OR EXERCISE AND SELL SOME -- PLEASE
PRINT CLEARLY.

Bank Name ___________________________________, address ________________________,

name on account ___________________, bank routing number (US) _________________,

sort or swift number (non-US) ___________________, account number _____________.

I authorize Deutsche Bank Alex. Brown to pay the aggregate amount of the option
price to Business Objects S.A., representing the purchase price of the shares
acquired upon exercise, 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.

 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 Shares Exercised

OPTIONEE SIGNATURE: ____________________________________ DATE: _________________

STATUS: [ ] Current Employee [ ] Former Employee    Date of Termination ________

  THIS FORM WILL EXPIRE AT THE CLOSE OF BUSINESS ONE MONTH FROM THE DATE IT IS
RECEIVED BY GREAT LAKES STRATEGIES. 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.

--------------------------------------------------------------------------------
                         GREAT LAKES STRATEGIES 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