exv10w52



 





Exhibit 10.52




BUSINESS OBJECTS S.A.

2004 INTERNATIONAL EMPLOYEE STOCK PURCHASE PLAN,




adopted on June 10, 2004




as amended on October 21, 2004




     The following terms and conditions constitute the provisions of the 2004
International Employee Stock Purchase Plan of Business Objects S.A, as approved
by the extraordinary general meetings of shareholders of June 10, 2004 and
amended by the Board meeting of October 21, 2004.



1. Purpose.




     The purpose of the Plan is to provide employees of the Company and its
Designated Subsidiaries with an opportunity to subscribe Shares through
accumulated payroll deductions. It is the intention of the Company to have the
Plan qualify as an “Employee Stock Purchase Plan” under Section 423 of the
Internal Revenue Code of 1986, as amended. The provisions of the Plan,
accordingly, shall be construed so as to extend and limit participation in a
manner consistent with the requirements of that section of the Code.


2. Definitions.



(A) “Administrator” means the Board or any committee designated by the Board to
administer the Plan pursuant to Section 14.



(B) “ADR” shall mean an American Depositary Receipt evidencing American
Depositary Shares corresponding to Shares.



(C) “ADS” shall mean an American Depositary Share corresponding to Shares



(D) “Board” shall mean the Board of Directors of Business Objects S.A.



(E) “Code” shall mean the Internal Revenue Code of 1986, as amended.



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



(G) “Compensation” shall mean all base straight time gross earnings and sales
commissions, exclusive of payments for overtime, shift premium, incentive
compensation, incentive payments, bonuses and other compensation.



(H) “Custodian” shall mean Banque BNP Paribas, or any successor or successors
thereto.



(I) “Depositary” shall mean the Bank of New York, or any successor or
successors thereto.



(J) “Designated Subsidiaries” shall mean the Subsidiaries which have been
designated by the Administrator from time to time in its sole discretion as
eligible to participate in the Plan.



(K) “Employee” shall mean any individual who is an Employee of the Company or a
Designated Subsidiary for tax purposes. For purposes of the Plan, the
employment relationship shall be treated as continuing intact while the
individual is on sick leave or other leave of absence approved by the Company
or a Designated Subsidiary.




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Where the period of leave exceeds 90 days and the individual’s right to
reemployment is not guaranteed either by statute or by contract, the employment
relationship will be deemed to have terminated on the 91st day of such leave.
The Administrator, in its discretion, from time to time may, prior to an
Enrollment Date for all options to be granted on such Enrollment Date,
determine (on a uniform and nondiscriminatory basis) that the definition of
Employee will or will not include an individual if he or she: (1) has not
completed at least two years of service since his or her last hire date (or
such lesser period of time as may be determined by the Administrator in its
discretion), (2) customarily works not more than 20 hours per week (or such
lesser period of time as may be determined by the Administrator in its
discretion), (3) customarily works not more than five (5) months per calendar
year (or such lesser period of time as may be determined by the Administrator
in its discretion), (4) is an officer or other manager, or (5) is a highly
compensated employee under Section 414(q) of the Code.



(L) “Enrollment Date” shall mean the first day of each Offering Period.



(M) “Exercise Date” shall mean the last day of each Offering Period.



(N) “Fair Market Value” means, as of any date, the closing sale price in euros
for one Share (or the closing bid, if no sales were registered) as quoted on
the Premier Marché of Euronext Paris S.A. as reported in La Tribune, or such
other source as the Administrator deems reliable, on the day of determination.



(O) “Offering Period” shall mean a period of approximately six (6) months,
commencing on the first Trading Day on or after May 1 and terminating on the
first Trading Day on or after the following November 1, or commencing on the
first Trading Day on or after November 1 and terminating on the first Trading
Day on or after the following May 1, at the beginning of which an option may be
granted and at the end of which an option may be exercised pursuant to the
Plan. The duration of Offering Periods may be changed pursuant to Section 4 of
this Plan.



(P) “Plan” shall mean this 2004 International Employee Stock Purchase Plan.



(Q) “Shares” shall mean ordinary shares of the Company with a nominal value of
€0.10.



(R) “Subscription Price” shall mean an amount no less than 85% of the Fair
Market Value of a Share on the Enrollment Date or 85% of the Fair Market Value
of a Share on the Exercise Date, whichever is lower, provided the Subscription
Price may be adjusted pursuant to Section 19. For countries with currencies
denominated in other than the Euro (or tied to the Euro), the local currency
equivalent of the Subscription Price will be determined using the actual
conversion rate from local currency into Euro on the date the funds are
transferred to the Business Objects S.A. Employee Benefits Trust. This date
may or may not be the Exercise Date.



(S) “Reserves” shall mean the maximum number of Shares, which have been
authorized for issuance under the Plan pursuant to Section 12 hereof.



(T) “Subsidiary” shall mean a corporation, domestic or foreign, of which not
less than 50% of the voting rights are held by the Company or a Subsidiary,
whether or not such corporation now exists or is hereafter organized or
acquired by the Company or a Subsidiary.



(U) “Trading Day” means a day on which the Premier Marché is open for trading.



(V) “Trust” shall mean the trust created by the Company under the Trust
Agreement;



(W) “Trust Agreement” shall mean the trust agreement between the Company and
the Trustee in favor of each of the Employees, attached hereto as Exhibit C.




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(X) “Trustee” shall mean the trustee or trustees of the Trust.



3. Eligibility.




     (A) Any Employee who shall be employed by the Company or a Designated
Subsidiary on a given Enrollment Date shall be eligible to participate in the
Plan, subject to the requirements of Section 5.



     (B) Any provisions of the Plan to the contrary notwithstanding, no
Employee shall be granted an option under the Plan (i) to the extent,
immediately after the grant, such Employee (or any other person whose stock
would be attributed to such Employee pursuant to Section 424(d) of the Code)
would own capital stock of the Company and/or hold outstanding options to
subscribe or purchase such stock possessing five percent (5%) or more of the
total combined voting power or value of all classes of the capital stock of the
Company or of any Subsidiary, or (ii) to the extent his or her rights to
subscribe or purchase stock under all employee stock purchase plans (as defined
in Section 423 of the Code) of the Company and its Subsidiaries would accrue at
a rate which exceeds Twenty-Five Thousand Dollars ($25,000) worth of stock
(determined with reference to the fair market value of the Shares at the time
such option is granted) for each calendar year in which such option is
outstanding at any time.



4. Offering Periods.




     The Plan shall be implemented by consecutive Offering Periods with a new
Offering Period commencing on the first Trading Day on or after May 1 and
November 1 each year, or on such other date as the Administrator shall
determine, and continuing thereafter until terminated in accordance with
Section 19 hereof. The Administrator shall have the power to change the
duration of Offering Periods (including the commencement dates thereof) with
respect to future offerings without shareholder approval if such change is
announced prior to the scheduled beginning of the first Offering Period to be
affected thereafter.



5. Participation.




     (A) An eligible Employee may become a participant in the Plan by (i)
completing a subscription agreement authorizing payroll deductions in the form
determined by the Administrator and submitting it to the Company’s or a
Designated Subsidiary’s payroll office (or their designee) prior to the
applicable Enrollment Date, or (ii) following an electronic or other enrollment
procedure prescribed by the Administrator.



     (B) Payroll deductions for a participant shall commence on the first
payroll following the Enrollment Date and shall end on the last payroll in the
Offering Period to which such authorization is applicable, unless sooner
terminated by the participant as provided in Section 10 hereof.



6. Payroll Deductions.




     (A) At the time a participant enrolls in the Plan pursuant to Section 5,
he or she shall elect to have payroll deductions made on each pay day during
the Offering Period in an amount, together with amounts contributed under the
Company’s Plan d’Epargne d’Entreprise (the “Employee Savings Plan”), of no less
than 1% and not to exceed ten percent (10%) of the Compensation which he or she
receives on each pay day during the Offering Period.



     (B) All payroll deductions made for a participant shall be credited to his
or her account under the Plan and will be withheld in whole percentages only.
After the last payday in an Offering Period such payroll deductions shall be
transferred to the Trust as soon as practicable. Funds may be advanced by a
Designated Subsidiary to the Trust, or by the Trust to the Company, as
necessary or convenient under any applicable law or regulation. A participant
may not make any additional payments into his or her account, either with the
Company, a Designated Subsidiary, or the Trust.



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     (C) A participant may discontinue his or her participation in the Plan as
provided in Section 10 hereof, or may increase or decrease the rate of his or
her payroll deductions during the Offering Period by (i) properly completing
and submitting to the Company’s or Designated Subsidiary’s payroll office (or
their designee), on or before a date prescribed by the Administrator prior to
an applicable Exercise Date, a new subscription agreement authorizing the
change in payroll deduction rate in the form provided by the Administrator for
such purpose, or (ii) following an electronic or other procedure prescribed by
the Administrator. The Administrator may, in its discretion, limit the number
of participation rate changes during any Offering Period. The change in rate
shall be effective with the first full payroll period following five (5)
business days after the Company’s or Designated Subsidiary’s receipt of the new
subscription agreement unless the Company or Designated Subsidiary elects to
process a given change in participation more quickly. A participant’s
subscription agreement shall remain in effect for successive Offering Periods
unless terminated as provided in Section 10 hereof.



     (D) Notwithstanding the foregoing, to the extent necessary to comply with
Section 423(b)(8) of the Code and Section 3(B) hereof, a participant’s payroll
deductions may be decreased to 0%. Subject to Section 423(b)(8) of the Code
and Section 3(B) hereof, payroll deductions shall recommence at the rate at the
rate most recently elected by the participant at the beginning of the first
Offering Period which is scheduled to end in the following calendar year,
unless terminated by the participant as provided in Section 10 hereof.



     (E) At the time the option is exercised, in whole or in part, or at the
time some or all of the Company’s Shares issued under the Plan is disposed of,
the participant must make adequate provision for the Company’s or Designated
Subsidiary’s federal, state, or other tax withholding obligations, if any,
which arise upon the exercise of the option or the disposition of the Shares.
At any time, the Company or Designated Subsidiary may, if required by the laws
of the country of residence of the participant, withhold from the participant’s
compensation the amount necessary for the Company or Designated Subsidiary to
meet applicable withholding obligations, including any withholding required to
make available to the Company or Designated Subsidiary any tax deductions or
benefits attributable to sale or early disposition of Shares by the Employee.
The Administrator may, for future Offering Periods, increase or decrease, in
its absolute discretion, the maximum number of Shares that a participant may
subscribe during each Offering Period. Exercise of the option will occur as
provided in Section 8, unless the participant has withdrawn pursuant to Section
10.



7. Grant of Option.




     On the Enrollment Date of each Offering Period, each eligible Employee
participating in such Offering Period shall be granted an option to subscribe
on the Exercise Date of such Offering Period (at the applicable Subscription
Price) up to a number of Shares (in the form of ADSs) determined by dividing
such Employee’s payroll deductions accumulated and transferred to the Trust on
or prior to such Exercise Date by the applicable Subscription Price; provided
that in no event shall an Employee be permitted to subscribe during each
Offering Period more than 500 Shares, subject to adjustment as provided in
Section 18 hereof; and provided further, that such subscription shall be
subject to the limitations set forth in Sections 3(B) and 12 hereof. Exercise
of the option shall occur as provided in Section 8 hereof, unless the
participant has withdrawn pursuant to Section 10 hereof, and shall expire on
the last day of the Offering Period.



8. Exercise of Option




     (A) With respect to each Exercise Date, the Company shall issue Shares to
the Trust in accordance with Section 1.3 of the Trust, sufficient to meet its
obligations to participating Employees under the Plan. Unless a participant
withdraws from the Plan as provided in Section 10 hereof, notice of exercise of
his or her option shall be deemed to have been given by the participant and his
or her option for the subscription of Shares (in the form of ADSs) shall be
exercised automatically by the Trustee on the Exercise Date, and the maximum
number of full shares subject to such option shall be subscribed for such
participant by the Trustee at the applicable Subscription Price with the
accumulated payroll deductions in his or her account with the Trust. Per
Company’s instruction, the Custodian issues the subscribed Shares and delivers
them to the Depositary which converts the Shares into ADSs; provided, however,
no Shares shall be subscribed which would result in the



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Employee receiving a fractional ADS; any payroll deductions accumulated in
a participant’s account which are not sufficient to subscribe a full ADS shall
be retained in the participant’s account for use in the subsequent Offering
Period, subject to earlier withdrawal by the participant as provided in Section
10 hereof. Any other funds left over in a participant’s account (whether due to
withdrawal by the participant from the Plan pursuant to Section 10, termination
of the Plan in accordance with Section 19, or otherwise) after the Exercise
Date shall be returned to the participant. During a participant’s lifetime, a
participant’s option to subscribe ADSs hereunder is exercisable only by him or
her.




     (B) Notwithstanding any contrary Plan provision, if the Administrator
determines that, on a given Exercise Date, the number of Shares with respect to
which options are to be exercised may exceed (i) the number of Shares that were
available for sale under the Plan on the Enrollment Date of the applicable
Offering Period, or (ii) the number of Shares available for sale under the Plan
on such Exercise Date, the Administrator may in its sole discretion (x) provide
that the Company will make a pro rata allocation of the Shares available for
subscription on such Enrollment Date or Exercise Date, as applicable, in as
uniform a manner as will be practicable and as it will determine in its sole
discretion to be equitable among all participants exercising options to
subscribe Shares on such Exercise Date, and continue all Offering Periods then
in effect, or (y) provide that the Company will make a pro rata allocation of
the Shares available for subscription on such Enrollment Date or Exercise Date,
as applicable, in as uniform a manner as will be practicable and as it will
determine in its sole discretion to be equitable among all participants
exercising options to subscribe Shares on such Exercise Date, and terminate any
or all Offering Periods then in effect pursuant to Section 19. The Company may
make pro rata allocation of the Shares available on the Enrollment Date of any
applicable Offering Period pursuant to the preceding sentence, notwithstanding
any authorization of additional Shares for issuance under the Plan by the
Company’s stockholders subsequent to such Enrollment Date.



9. Delivery




     As promptly as practicable after each Exercise Date on which a
subscription of Shares occurs, the Company shall arrange the delivery of ADSs
representing the Shares subscribed upon exercise of options by the Trustee for
the participating Employees to the Trust.



10. Withdrawal; Termination of Employment




     (A) Under procedures established by the Administrator, a participant may
withdraw all but not less than all the payroll deductions credited to his or
her account and not yet used to exercise his or her option under the Plan at
any time by (i) submitting to the Company’s payroll office (or its designee) a
written notice of withdrawal in the form prescribed by the Administrator for
such purpose, or (ii) following an electronic or other withdrawal procedure
prescribed by the Administrator. All of the participant’s payroll deductions
credited to his or her account will be paid to such participant promptly after
receipt of notice of withdrawal and such participant’s option for the Offering
Period will be automatically terminated, and no further payroll deductions for
the subscription of ADSs will be made during the Offering Period. If a
participant withdraws from an Offering Period, payroll deductions will not
resume at the beginning of the succeeding Offering Period unless the
participant re-enrolls in the Plan in accordance with the provisions of Section
5.



     (B) Upon a participant’s ceasing to be an Employee for any reason, he or
she will be deemed to have elected to withdraw from the Plan and the payroll
deductions credited to such participant’s account during the Offering Period
but not yet used to exercise the option will be returned to such participant
or, in the case of his or her death, to the person or persons entitled thereto
under Section 14 hereof, and such participant’s option will be automatically
terminated; provided, however, that any payroll deductions held by the Trust in
an individual account for an Employee shall be subject to the terms of such
Trust. The preceding sentence notwithstanding, a participant who receives
payment in lieu of notice of termination of employment shall be treated as
continuing to be an Employee for the participant’s customary number of hours
per week of employment during the period in which the participant is subject to
such payment in lieu of notice.



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     (C) A participant’s withdrawal from an Offering Period will not have any
effect upon his or her eligibility to participate in any similar plan which may
hereafter be adopted by the Company or a Designated Subsidiary or in succeeding
Offering Periods which commence after the termination of the Offering Period
from which the participant withdraws.



11. Interest




     No interest shall accrue on the payroll deductions of a participant in the
Plan.



12. SHARES




     (A) Subject to adjustment upon changes in capitalization of the Company as
provided in Section 18, the maximum number of Shares which will be made
available for sale under the Plan will be 475,000 Shares. Capital increases to
meet the Company’s obligations under the Plan shall be determined and approved
at extraordinary shareholders’ meeting to be held at the same time as the
annual shareholders’ meetings of the Company, as necessary.



     (B) The Board shall, subject to shareholders authorization, from time to
time reserve and issue to the Trust a number of Shares sufficient to meet its
obligations under the current Offering Period of the Plan. If on a given
Exercise Date the number of shares with respect to which options are to be
exercised exceeds the number of Shares then available under the Plan, the
Company shall distribute all of the Shares remaining available for subscription
under the Plan to the Trust, which shall make an allocation as provided in
Section 8(B).



     (C) The participant will have no interest or voting rights in shares
covered by his or her option until such option has been exercised.



     (D) ADSs to be delivered to a participant under the Plan will be
registered in the name of the participant or in the name of the participant and
his or her spouse, or in street name to be deposited with a broker.



13. Administration




     The Plan shall be administered by the Board (or a committee thereof) or
the board of directors of a participating Subsidiary (or a committee thereof),
as the case may be. Such board or committee shall have full and exclusive
discretionary authority to construe, interpret and apply the terms of the Plan,
to determine eligibility and to adjudicate all disputed claims filed under the
Plan with respect to any Employee of such Company or Subsidiary; provided,
however, that any such construction, interpretation, application, determination
and/or adjudication shall be subject to any terms, constructions, conditions,
provisions, interpretations, determinations, adjudications, or decisions as may
be adopted or made by the Administrator from time to time. Every finding,
decision and determination made by the Administrator shall, to the full extent
permitted by law, be final and binding upon all parties.



14. Designation of Beneficiary




     (A) A participant, except for a participant who is an Employee of Business
Objects (U.K) Ltd., Business Objects Software Ltd. and any other Designated
Subsidiary incorporated in United Kingdom or in Ireland, may file a written
designation of a beneficiary who is to receive any ADSs and cash, if any, from
the participant’s account under the Plan in the event of such participant’s
death subsequent to an Exercise Date on which the option is exercised but prior
to delivery to such participant of such ADSs and cash. In addition, a
participant may file a written designation of a beneficiary who is to receive
any cash from the participant’s account under the Plan in the event of such
participant’s death prior to exercise of the option. If a participant is
married and the designated beneficiary is not the spouse, spousal consent shall
be required for such designation to be effective.



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     (B) Such designation of beneficiary may be changed by the participant at
any time by written notice. In the event of the death of a participant and in
the absence of a beneficiary validly designated under the Plan who is living at
the time of such participant’s death, the Company shall cause such ADSs and/or
cash to be delivered to the executor or administrator of the estate of the
participant, or if no such executor or administrator has been appointed (to the
knowledge of the Company), the Company, in its discretion, may cause such ADSs
and/or cash to be delivered to the spouse or to any one or more dependents or
relatives of the participant, or if no spouse, dependent or relative is known
to the Company, then to such other person as the Company may designate.



     (C) All beneficiary designations under this Section 14 will be made in
such form and manner as the Administrator may prescribe from time to time.



15. Transferability




     Neither payroll deductions credited to a participant’s account nor any
rights with regard to the exercise of an option or to receive ADSs under the
Plan may be assigned, transferred, pledged or otherwise disposed of in any way
(other than by will, the laws of descent and distribution or as provided in
Section 14 hereof) by the participant. Any such attempt at assignment,
transfer, pledge or other disposition shall be without effect, except that the
Company may treat such act as an election to withdraw funds from an Offering
Period in accordance with Section 10 hereof.



16. Use of Funds




     All payroll deductions received or held by the Company or Subsidiary under
the Plan for its Employees may be used by the Company or such Subsidiary, as
the case may be, for any corporate purpose, and the Company or Subsidiary shall
not be obligated to segregate such payroll deductions. Notwithstanding the
preceding sentence, all payroll deductions transferred to and held by the Trust
shall be used solely by the Trust as specified in the Trust Agreement attached
hereto as Exhibit C. Until ADSs are issued under the Plan (as evidenced by the
appropriate entry on the books of the Company or of a duly authorized transfer
agent of the Company), a participant will only have the rights of an unsecured
creditor with respect to such ADSs.



17. Reports




     Individual accounts will be maintained for each participating Employee by
the Company or the Designated Subsidiary as well as the Trust. Statements of
account will be given to participating Employees at least annually, which
statements will set forth the amounts of payroll deductions, the Subscription
Price, the number of ADSs subscribed and the remaining cash balance, if any,
for the period covered by such statement.



18. Adjustments Upon Changes in Capitalization




     (A) Adjustments. In the event that any dividend or other distribution
(whether in the form of cash, Shares, other securities, or other property),
recapitalization, stock split, reverse stock split, reorganization, merger,
consolidation, split-up, spin-off, combination, repurchase, or exchange of
Shares or other securities of the Company, or other change in the corporate
structure of the Company affecting the Shares such that an adjustment is
determined by the Administrator (in its sole discretion) to be appropriate in
order to prevent dilution or enlargement of the benefits or potential benefits
intended to be made available under the Plan, then the Administrator will, in
such manner as it may deem equitable, adjust the number and class of Shares
which may be delivered under the Plan, the Subscription Price per Share and the
number of Shares covered by each option under the Plan which has not yet been
exercised, and the numerical limits of Sections 7.



     (B) Dissolution or Liquidation. In the event of the proposed dissolution
or liquidation of the Company, the Offering Period and the Plan will terminate
immediately prior to the consummation of such proposed action



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and any and all accumulated payroll deductions will be returned to the
participating Employees in accordance with Section 19(A), unless otherwise
provided by the Administrator.




     (C) Merger or Asset Sale. In the event of a proposed sale of all or
substantially all of the assets of the Company, or the merger of the Company
with or into another corporation, each option under the Plan shall be assumed
or an equivalent option shall be substituted by such successor corporation or a
parent or subsidiary of such successor corporation, unless the Administrator
determines, in the exercise of its sole discretion and in lieu of such
assumption or substitution, to shorten the Offering Period then in progress by
setting a new Exercise Date (the “New Exercise Date”) or to cancel each
outstanding right to subscribe and refund all sums collected from participants
during the Offering Period then in progress. If the Administrator shortens the
Offering Period then in progress in lieu of assumption or substitution in the
event of a merger or sale of assets, the Administrator shall notify each
participant in writing, at least ten (10) business days prior to the New
Exercise Date, that the Exercise Date for his option has been changed to the
New Exercise Date and that his option will be exercised automatically on the
New Exercise Date, unless prior to such date he has withdrawn from the Offering
Period as provided in Section 10 hereof. For purposes of this paragraph, an
option granted under the Plan shall be deemed to be assumed if, following the
sale of assets or merger, the option confers the right to subscribe, for each
share of option stock subject to the option immediately prior to the sale of
assets or merger, the consideration (whether stock, cash or other securities or
property) received in the sale of assets or merger by holders of ordinary
shares for each Share held on the effective date of the transaction (and if
such 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 in the sale of assets or merger
was not solely common stock of the successor corporation or its parent (as
defined in Section 424(e) of the Code), the Administrator may, with the consent
of the successor corporation, provide for the consideration to be received upon
exercise of 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 and the sale of assets or merger.



19. Amendment or Termination




     (A) The Administrator may at any time and for any reason terminate or
amend the Plan. Except as provided in Section 19, no such termination can
affect options previously granted under the Plan, provided that an Offering
Period may be terminated by the Administrator on any Exercise Date if the
Administrator determines that the termination or suspension of the Plan is in
the best interests of the Company and its stockholders. Except as provided in
Section 18 and this Section 19, no amendment may make any change in any option
theretofore granted which adversely affects the rights of any participant. To
the extent necessary to comply with Section 423 of the Code (or any successor
rule or provision or any other applicable law, regulation or stock exchange
rule), the Company will obtain stockholder approval in such a manner and to
such a degree as required.



     (B) Without stockholder consent and without regard to whether any
participant rights may be considered to have been “adversely affected,” the
Administrator will be entitled to change the Offering Periods, limit the
frequency and/or number of changes in the amount withheld during an Offering
Period, establish the exchange ratio applicable to amounts withheld in a
currency other than U.S. dollars, permit payroll withholding in excess of the
amount designated by a participant in order to adjust for delays or mistakes in
the Company’s processing of properly completed withholding elections, establish
reasonable waiting and adjustment periods and/or accounting and crediting
procedures to ensure that amounts applied toward the subscription of Shares for
each participant properly correspond with amounts withheld from the
participant’s Compensation, and establish such other limitations or procedures
as the Administrator determines in its sole discretion advisable which are
consistent with the Plan.



     (C) In the event the Administrator determines that the ongoing operation
of the Plan may result in unfavorable financial accounting consequences, the
Administrator may, in its discretion and, to the extent necessary or desirable,
modify, amend or terminate the Plan to reduce or eliminate such accounting
consequence including, but not limited to:



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          (i) altering the Subscription Price for any Offering Period including an
Offering Period underway at the time of the change in Subscription Price;



          (ii) shortening any Offering Period so that Offering Period ends on a new
Exercise Date, including an Offering Period underway at the time of the
Administrator action; and



          (iii) allocating Shares.


Such modifications or amendments will not require stockholder approval or the
consent of any Plan participants.




20. Notices.




     All notices or other communications by a participant to the Company or
Designated Subsidiary under or in connection with the Plan shall be deemed to
have been duly given when received in the form specified by the Company or
Designated Subsidiary at the location, or by the person, designated by the
Company or Designated Subsidiary for the receipt thereof.



21. Conditions Upon Issuance.




     Neither Shares nor ADSs or ADRs shall be issued with respect to an option
unless the exercise of such option and the issuance and delivery of such ADSs
or ADRs pursuant thereto, as well as the issuance of shares from the Company to
the Trust and the transfer of shares from the Trust to the Employees, shall
comply with all applicable provisions of law, domestic or foreign, including,
without limitation, the Securities Act of 1933, as amended, the Securities
Exchange Act of 1934, as amended, and the rules and regulations promulgated
thereunder, French Commercial Code, and the requirements of any stock exchange
upon which the Shares or ADSs may then be listed, and shall be further subject
to the approval of counsel for the Company with respect to such compliance.



     As a condition to the exercise of an option, the Company or Trustee may
require the person exercising such option to represent and warrant at the time
of any such exercise that the ADSs are being subscribed only for investment and
without any present intention to sell or distribute such ADSs if, in the
opinion of counsel for the Company, such a representation is required by any of
the aforementioned applicable provisions of law.



22. Term of Plan




     The Plan shall become effective upon the earlier to occur of its adoption
by the Board or its approval by the shareholders of the Company. It shall
continue in effect until terminated under Section 19 hereof.



23. Governing Law and Jurisdiction




     This Plan shall be governed by and construed in accordance with the laws
of the State of Delaware, except for that body of law pertaining to conflicts
of laws.



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Exhibit A




BUSINESS OBJECTS S.A.




2004 INTERNATIONAL EMPLOYEE STOCK PURCHASE PLAN




PARTICIPATION AGREEMENT




	 	 	 
	                   Original Application

	 	Original Enrollment Date:                    
	                   Change in Payroll Deduction Rate

	 	Change Notice Date:                    






1.                                                             hereby elects to participate in the
Business Objects S.A. 2004 International Employee Stock Purchase Plan (the
“International Employee Stock Purchase Plan”).



2. I hereby authorize the Company or any Designated Subsidiary of which I am
an Employee to make payroll deductions from each paycheck in the amount
of                      % of my Compensation on each payday (together with amounts
contributed under the Company’s Employee Savings Plan, no less than 1% and not
to exceed 10% during the Offering Period in accordance with the International
Employee Stock Purchase Plan. Please note that only whole percentages are
permitted.)



3. I understand that said payroll deductions shall be accumulated in order to
exercise the option(s) granted to me pursuant to the International Employee
Stock Purchase Plan and to purchase ADSs representing Shares at the applicable
Purchase Price determined in accordance with the International Employee Stock
Purchase Plan. I understand that if I do not elect to withdraw from an Offering
Period, any accumulated payroll deductions will be used by the Trustee to
automatically exercise my option.



4. I have received a copy of the complete International Employee Stock
Purchase Plan. I understand that my participation in the International Employee
Stock Purchase Plan is in all respects subject to the terms of the Plan
(including, without limitation, the Trust Agreement, which is attached as
Exhibit C thereto). I understand that the grant of the option by the Company
under this Participation Agreement may be subject to obtaining shareholder
approval of the International Employee Stock Purchase Plan, any Exhibit thereto
and/or any amendment thereto.



5. ADSs purchased for me under the Employee Stock Purchase Plan should be
issued in the name of (Employee
Only):                                                                            



6. I understand that, notwithstanding any other provision of this Participation
Agreement or the International Employee Stock Purchase Plan:




     (A) neither the International Employee Stock Purchase Plan nor this
Participation Agreement shall form any part of any contract of employment
between the Company or any Designated Subsidiary and any Employees of any such
company, and it shall not confer on any participant any legal or equitable
rights (other than those constituting the Options themselves) against the
Company or any Designated Subsidiary, directly or indirectly, or give rise to
any cause of action in law or in equity against the Company or any subsidiary;



     (B) the benefits to participants under the Plan shall not form any part of
their wages, pay or remuneration or count as wages, pay or remuneration for
pension fund or other purposes except if applicable for tax purposes



     (C) in no circumstances shall any Employee on ceasing to hold his or her
office or employment by virtue of which he or she is or may be eligible to
participate in the International Employee Stock Purchase Plan be entitled to
any compensation for any loss of any right or benefit or prospective right or
benefit under the Plan, which he 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.



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     (D) the Company expressly retains the right to terminate the International
Employee Stock Purchase Plan at any time and that I will have no right to
continue to receive option grants under the International Employee Stock
Purchase Plan in such event.


7. I understand that I may be subject to taxation as a result of my
participation under the International Employee Stock Purchase Plan. I
understand that although the basis for taxation may be calculated based upon
the fair market value of the Shares at the exercise date, the Shares may/will
not be deposited into my broker account on that day for at least 5 business
days subsequent to the exercise date. I therefore understand that there may be
a loss of value between the exercise date and the date Shares are deposited
into my broker account., I have consulted any tax advisors in connection with
my participation under the International Employee Stock Purchase Plan that I
deem advisable, and have not relied on the Company for tax advice.



8. I understand that investment purchasing in Shares purchased under the
International Stock Purchase Plan is not a risk free investment and is subject
to a risk of loss in whole or part.



9. I hereby agree to be bound by the terms of the International Employee Stock
Purchase Plan. The effectiveness of this Participation Agreement is dependent
upon my eligibility to participate in the International Employee Stock Purchase
Plan.



10. I hereby agree to permit (i) the Company or a Company agent to transfer my
tax identification, address and other necessary personal information to a
broker selected by the Company for the purpose of opening an International
Employee Stock Purchase Plan related brokerage account in my name and ii) a
broker selected by company to open said account. I consent to the transfer of
the aforementioned personal information to any country as required by Company
to administer the International Employee Stock Purchase Plan including, without
limitation, the United States.



I UNDERSTAND THAT THIS PARTICIPATION AGREEMENT SHALL REMAIN IN EFFECT
THROUGHOUT SUCCESSIVE OFFERING PERIODS UNLESS I TERMINATE MY PARTICIPATION AS
EVIDENCED BY ME SUBMITTING A NEW PARTICIPATION AGREEMENT WITH THIS SO
INDICATED.




	 	 	 
	Employee’s Taxpayer
	 	 
	Identification Number (SS#):

	 	

	 
	 	 
	Employer:

	 	

	 
	 	 
	Employee’s Address:

	 	

	 
	 	 
	

	 	

	 
	 	 
	

Signature of Employee
	 	 
	 
	 	 
	Date:



	 	 







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Exhibit B




BUSINESS OBJECTS S.A.




2004 INTERNATIONAL EMPLOYEE STOCK PURCHASE PLAN




NOTICE OF WITHDRAWAL




     The undersigned participant in the Offering Period of the Business Objects S.A.
2004 International Employee Stock Purchase Plan which began on 
           
(the “Enrollment Date”) hereby notifies the Company or Designated Subsidiary
that he or she hereby withdraws from the Offering Period. He or she hereby
directs the Company or Designated Subsidiary to pay to the undersigned as
promptly as practicable all the payroll deductions credited to his or her
account with the Company or Designated Subsidiary with respect to such Offering
Period. The undersigned understands and agrees that his or her Option for such
Offering Period will be automatically terminated. The undersigned understands
further that no further payroll deductions will be made for the purchase of
ADSs in the current Offering Period and the undersigned shall be eligible to
participate in succeeding Offering Periods only by delivering to the Company or
Designated Subsidiary a new Participation Agreement.



	 	 	 
	

	 	Name and Address of Participant:
	 
	 

	 	

	 
	 	 
	

	 	

	 
	 	 
	

	 	

	 
	 	 
	

	 	

	 
	 	 
	

	 	Signature:
	 
	 

	 	

	 
	 	 
	

	 	Date:









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Exhibit C




BUSINESS OBJECTS S.A.




2004 INTERNATIONAL EMPLOYEE STOCK PURCHASE PLAN




EMPLOYEE BENEFITS TRUST AGREEMENT




     This declaration of trust and trust agreement (the “Trust Agreement”) is
made and entered into this                       day of                       , 2004 by and between Business
Objects S.A., a corporation organized under the laws of the Republic of
France (the “Company”) and Allecon Stock Associates, a corporation organized
under the laws of                      (the “Trustee”), in favor of each of the
Employees. All terms not defined herein will have the meanings ascribed to
them in the Company’s 2004 International Employee Stock Purchase Plan (the
“Plan”).



RECITALS:



A. The shareholders of the Company formally authorized the Plan on June    ,
2004, pursuant to which the Employees will receive options to purchase ADS of
the Company, corresponding to Shares of the Company.



B. On June                    , 2004, the shareholders of the Company also approved the
establishment of the Business Objects S.A. Employee Benefit Trust (the
“Trust”) as a fiscal intermediary and paying agent to facilitate
implementation of the Plan.




     NOW, THEREFORE, the Company and the Trustee agree as follows:



ARTICLE 0

DEFINITIONS



(A) “ADR” shall mean an American Depositary Receipt evidencing American
Depositary Shares corresponding to Shares.



(B) “ADS” shall mean an American Depositary Share corresponding to Shares



(C) “Board” shall mean the Board of Directors of Business Objects S.A.



(D) “Code” shall mean the Internal Revenue Code of 1986, as amended.



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



(F) “Custodian” shall mean Banque BNP Paribas, or any successor or successors
thereto.



(G) “Depositary” shall mean the Bank of New York, or any successor or
successors thereto.



(H) “Designated Subsidiaries” shall mean the Subsidiaries which have been
designated by the Board from time to time in its sole discretion as eligible to
participate in the Plan.



(I) “Employee” shall mean any individual who is an Employee of the Company or a
Designated Subsidiary for tax purposes. For purposes of the Plan, the
employment relationship shall be treated as continuing intact while the
individual is on sick leave or other leave of absence approved by the Company
or a Designated Subsidiary.




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Where the period of leave exceeds 90 days and the individual’s right to
reemployment is not guaranteed either by statute or by contract, the employment
relationship will be deemed to have terminated on the 91st day of such leave.



(J) “Exercise Date” shall mean the last day of each Offering Period.



(K) “Plan” shall mean this 2004 International Employee Stock Purchase
Plan.



(L) “Shares” shall mean ordinary shares with a nominal value of €0.10, of
the Company.



(M) “Reserves” shall mean the maximum number of Shares, which have been
authorized for issuance under the Plan pursuant to Section 12 hereof.



(N) “Subsidiary” shall mean a corporation, domestic or foreign, of which not
less than 50% of the voting rights are held by the Company or a Subsidiary,
whether or not such corporation now exists or is hereafter organized or
acquired by the Company or a Subsidiary.



(O) “Trust” shall mean the trust created by the Company under the Trust
Agreement;




ARTICLE I

CREATION AND FUNDING OF TRUST




     I.1 Creation of Trust. The Business Objects S.A. Benefit Trust (the
“Trust”) is hereby created. Company hereby appoints the Trustee, and
irrevocably grants, assigns, transfers, conveys and delivers to the Trustee,
and the Trustee hereby accepts, any and all property as specified in Section
1.2, in trust for the use and purposes hereinafter stated, and the Trustee
agrees to and does hereby accept the foregoing property subject to such
Trust.



     I.2 Initial Funding. Concurrently with the execution of this Trust
Agreement, the Company is conveying to the Trust twenty-five (25) dollars.



     I.3 Contributions of the Company. From time to time, the Company shall
issue Shares (to be transferred by the Custodian to the Depositary which will
convert the Shares into ADSs and shall deliver to participating Employees in
the form of ADRs or to a broker in the form of ADSs) and/or cash to the Trust
in such amounts and at such times as required for the Company to fulfill its
obligations under the Plan and this Trust Agreement. Such Share or cash,
when contributed to the Trust, shall be used and applied by the Trustee in
accordance with the terms of this Trust Agreement.



     I.4 Contributions of Payroll Deductions. From time to time, as required
by and in accordance with the terms of the Plan, the Company and/or any of
its Subsidiaries shall contribute to the Trust the accumulated payroll
deductions of the Employees to be applied towards the exercise of options
held by such Employees.



ARTICLE II

EMPLOYEE ACCOUNTS




     II.1 Individual Accounts. The Trustee shall establish and maintain on
its books a separate account for each participating Employee. All
contributions of payroll deductions pursuant to Section 1.4 by the Company
shall be allocated to individual accounts within the Trust on the basis of
each Employee’s accumulated payroll deduction for the relevant offering
period under the Plan.



     II.2 Application of Funds in Individual Accounts. The cash contributed
to the individual accounts shall be applied to exercise the options of the
Employees in accordance with the terms of the Plan.



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ARTICLE III

DISTRIBUTIONS




     III.1 Distributions of ADS to Employees. The Trustee shall as soon as
practicable after the Exercise Date, exercise the options of each Employee in
accordance with the terms of the Plan. Accordingly the Custodian shall issue
the Shares and deliver them with the Depositary which shall convert the
Shares into ADSs and shall deliver ADRs to each Employee, or ADSs to such
Employee’s broker.



     III.2 Distributions of Payroll Deductions to the Company. The Trustee
shall distribute the payroll deductions contributed pursuant to Section 1.4
to the Company in accordance with the terms of the Plan.



ARTICLE IV

NAME, DURATION AND TERMINATION OF TRUST




     IV.1 Name. This Trust shall be known as the “Business Objects S.A.
Employee Benefits Trust.”



     IV.2 Nature. This trust shall be a grantor trust within the meaning of
the Code and shall be subject to the claims of the Company’s general
creditors, to the extent that the assets of the Trust would be otherwise so
subject.



     IV.3 Duration. This Trust shall be revocable and may be revoked by the
Company at any time. Unless sooner revoked, it shall terminate at the
earlier of: (a) twenty (20) years from the effective date of the Plan, or
(b) upon the termination of the Plan and the satisfaction of all obligations
thereunder.



     IV.4 Distributions by Trustee on Termination. Upon termination of the
Trust, the Trustee shall distribute or apply any cash contributed pursuant to
Section 1.3 to the Company, and any cash contributed pursuant to Section 1.4
in the individual accounts to the appropriate Employees; provided, however,
that the Trustee may, but only on the advice of counsel, retain a reasonable
sum for payment of or to provide for all known claims against and expenses of
the Trust and the Trustee, but only from contributions made pursuant to
Section 1.3.



ARTICLE V

PURPOSE OF TRUST AND LIMITATIONS OF TRUSTEE




     The sole purpose of this Trust is for use in the administration of the
Plan. The Trust shall not be nor have the power to be an organization having
as a purpose the carrying on of any trade or business. This Trust Agreement
is not intended to create and shall not be interpreted as creating an
association, partnership, joint venture or any other entity formed to conduct
trade or business.



ARTICLE VI

POWERS OF THE TRUSTEE




     VI.1 General Powers. In addition to such powers as may from time to
time be granted to the Trustee, the Trustee may take all such actions and is
hereby granted such powers as may appear necessary or proper to comply with
the laws of the appropriate jurisdictions and to effectuate and carry out the
terms and purposes of the Trust Agreement. The Trustee shall hold legal and
equitable title to all assets at any time constituting a part of the Trust
and shall hold such assets in Trust to be administered and disposed of by the
Trustee pursuant to the terms of this Trust Agreement for the benefit of the
Employees or the Company as the case may be.



     VI.2 Specific Powers Exercisable by Trustee. The Trustee shall have the
following specific powers, and the enumeration of such powers shall not be
considered in any way to limit or control the power of the Trustee to act as
specifically authorized in any other section or provision of this Trust
Agreement:



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          (A) To sell or otherwise dispose of any of the Trust Assets in exchange
for the fair market value thereof.



          (B) To prosecute or defend litigation (in the name of the Trust, the
beneficiaries, or otherwise) and to pay, discharge or otherwise satisfy
claims, liabilities, and expenses and to pay all expenses incurred in
connection therewith, to carry such insurance, as the Trustee shall
determine, to protect the Trust and the Trustee from liability.



          (C) To invest any cash not yet available for distribution in accordance
with the terms of this Trust Agreement in demand and time deposits in banks
or savings institutions, short-term certificates of deposit, treasury bills,
or money market account instruments. Any interest earned from such
investments shall be applied towards payment of the Trustee’s compensation
(determined pursuant to Section 9.1) or other expenses of the Trust.
Notwithstanding the preceding sentence, if such interest is in excess of the
amount required to compensate the Trustee or to pay any other expenses of the
Trust, such excess shall be distributed to the Company.



          (D) While serving as Trustee to engage legal counsel for the benefit of
the Trustee. The Company, however, shall be obligated to pay the fees and
expenses of such counsel. In addition, the Trustee may engage such other
consultants as the Trustee shall see fit to assist in the administration of
the Trust, and such consultant’s fees shall also be the obligation of the
Company.



ARTICLE VII

AMENDMENT OF TRUST AGREEMENT




     This Trust Agreement may be amended at any time and to any extent by a
written instrument executed by the Trustee and the Company.



ARTICLE VIII

ACCEPTANCE BY TRUSTEE




     VIII.1 Acceptance of Appointment. The Trustee hereby accepts its
appointment made in this Trust Agreement subject to the conditions enumerated
below and agrees to act as Trustee pursuant to the terms hereof.



          (A) The Trustee shall in no case or event be liable for any damage
caused by the exercise of its discretion as authorized in this Trust
Agreement in any particular manner, or for any other reason, except gross
negligence or willful misconduct, nor shall the Trustee be liable or
responsible for forgeries or false impersonation.



          (B) If any controversy arises between the parties hereto or with any
third person with respect to the subject matter of the Trust or its terms or
conditions, the Trustee shall not be required to determine the same or take
any action in the premises, but may await the settlement of any such
controversy by final appropriate legal proceedings or otherwise as the
Trustee may reasonably require.



          (C) The Trustee may utilize or be reimbursed only from the Trust assets
contributed pursuant to Section 1.3 (to the extent that it is not directly
paid by the Company) with respect to all liabilities and expenses (including
amounts paid in satisfaction of judgments, in compromise, or as attorneys’
fees and expenses) reasonably incurred by the Trustee in connection with the
defense or disposition of any action, suit or other proceeding in which the
Trustee may be involved or with which the Trustee may be threatened by reason
of its being or having been a Trustee pursuant to this Trust Agreement,
except with respect to any matter as to which the Trustee shall have been
adjudicated to have acted in bad faith or with willful misfeasance, reckless
disregard of its duties or gross negligence.



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          (D) Notwithstanding any other provision of this Trust Agreement, the
Trustee’s responsibility for payment of or provision for any claims against
or liabilities or expenses of the Trust or the Trustee shall be limited to
the property and assets in the Trust and shall be dischargeable only
therefrom.



ARTICLE IX

TRUSTEE’S EXPENSES




     9.1 Trustee Compensation. The Trustee shall be entitled to such
reasonable compensation for its services as shall be agreed upon in writing
by the Company and the Trustee. To the extent the compensation and expenses
of the Trustee are not paid directly by the Company, they shall be paid by
the Trust pursuant to Section 6.2(c) or out of assets contributed pursuant to
Section 1.3, or a combination thereof. Notwithstanding the preceding two
sentences or any other provision of this Trust Agreement, if the Trustee is
an Employee he or she shall receive no additional compensation for service as
Trustee.



ARTICLE X

RESIGNATION AND REMOVAL OF TRUSTEE




     X.1 Trustee Resignation. The Trustee shall have the right to resign at
any time upon fifteen (15) days written notice to the Company. Upon such
resignation, the Company shall appoint a successor Trustee.



     X.2 Removal of Trustee. A Trustee may be removed and its duties
terminated at any time, and its successor appointed, by the Company.



ARTICLE XI

GOVERNING LAW




     The Trust has been accepted by the Trustee and will be administered in
the State of California, and its validity, construction and all rights
hereunder, and the validity and construction of this Trust shall be governed
by the laws of that State.



     All matters affecting the title, ownership and transferability of any
security, whether created or held hereunder, shall be governed by all
applicable federal, state, foreign securities laws.



ARTICLE XII

SEVERABILITY




     In the event any provision of this Trust Agreement or the application
thereof to any person or circumstance shall be finally determined to be
invalid or unenforceable to any extent, the remainder of this Trust
Agreement , or the application of such provision to persons or circumstances other than
those as to which it is determined to be invalid or unenforceable, shall not
be affected thereby, and each provision of this Trust shall be valid and
enforced to the fullest extent permitted by law.



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ARTICLE XIII

COUNTERPARTS




     This Trust Agreement may be executed in any number of counterparts, each
of which shall be an original, but such counterparts shall together
constitute but one and the same instrument.



     IN WITNESS WHEREOF, the Company and the Trustee have executed this Trust
Agreement on the day and year hereinabove first written.



	 	 	 
	“Company”

	 	Business Objects S.A., a corporation organized under
	

	 	the laws of the Republic of France
	 
	 	 
	

	 	By: Bernard Liautaud
	

	 	President and Chief Executive Officer
	 
	 	 
	“Trustee”

	 	Allecon Stock Associates, a corporation organized
	

	 	under the laws of                                      
	 
	 	 
	

	 	By:



	 
	 	 
	

	 	









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