exv10w24w2



 






Exhibit 10.24.2




BUSINESS OBJECTS S.A.

1995 INTERNATIONAL EMPLOYEE STOCK PURCHASE PLAN,

AS OF OCTOBER 21, 2004




     The following constitute the provisions of the 1995 International Employee
Stock Purchase Plan of Business Objects S.A, as amended pursuant to the
extraordinary general meetings of shareholders of June 13, 1996, June 19, 1997,
June 18, 1998, May 4, 1999, June 5, 2000, June 12, 2001, June 5, 2002, May 15,
2003, December 11, 2003 and June 10, 2004 and 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 purchase Shares of the Company
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) “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) “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.



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



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



(I) “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.



(J) “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. 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.



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



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



(M) “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 Board deems reliable, on the last Trading Day prior to the
first day of the Offering Period, or on the last Trading Day of the Offering
Period.



(N) “Offering Period” shall mean a period of approximately six (6) months,
commencing on the first Trading Day on or after April 1 and terminating on the
last Trading Day in the period ending the following September 30, or commencing
on the first Trading Day on or after October 1 and terminating on the last
Trading Day in the period ending the following March 31, 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.



(O) “Plan” shall mean this 1995 International Employee Stock Purchase Plan.



(P) “Purchase Price” shall mean an amount no less than 85% of the Fair Market
Value of a Share on the last Trading Day prior to the Enrollment Date or to 85%
of the Fair Market Value of a Share on the Exercise Date, whichever is lower.
For countries with currencies denominated in other than the Euro (or tied to
the Euro), the local currency equivalent of the Purchase 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.



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



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



(F) “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.



(G) “Trading Day” shall mean a day on which national stock exchanges and the
National Association of Securities Dealers Automated Quotation (NASDAQ) System
are open for trading.



(H) “Trust” shall mean the trust created by the Business Objects S.A. Employee
Benefits Trust Agreement, attached hereto as Exhibit C.



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



3. Eligibility.



     (A) Any Employee (as defined in Section 2(J), who shall be employed by the
Company or a Designated Subsidiary on a given Enrollment Date shall be eligible
to participate in the Plan.



     (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
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



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Subsidiary, or (ii) to the extent his or her rights to purchase stock
under all employee stock purchase plans 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 April 1 and
October 1 each year, or on such other date as the Board shall determine, and
continuing thereafter until terminated in accordance with Section 19 hereof.
The Board 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 at least fifteen (15)
days 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
completing a subscription agreement authorizing payroll deductions in the form
of Exhibit A to this Plan and filing it with the Company’s or a Designated
Subsidiary’s payroll office prior to the applicable Enrollment Date.



     (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 files his or her subscription agreement, 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.



     (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 filing with the Company or
a Designated Subsidiary a new subscription agreement authorizing a change in
payroll deduction rate. The Board or board of directors of a Subsidiary, as the
case may be, 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%. Payroll deductions shall recommence at the
rate provided in such participant’s subscription agreement at the beginning of
the first



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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.



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 purchase on
the Exercise Date of such Offering Period (at the applicable Purchase 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 Purchase Price; provided that in
no event shall an Employee be permitted to purchase during each Offering Period
more than 500 Shares, subject to adjustment as provided in Section 18 hereof;
and provided further, that such purchase 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




     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 purchase 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 purchased for such
participant by the Trustee at the applicable Purchase Price with the
accumulated payroll deductions in his or her account with the Trust, and
transferred to the Custodian to be deposited by the Custodian with the
Depositary as ADSs; provided, however, no Shares shall be purchased which would
result in the Employee receiving a fractional ADS; any payroll deductions
accumulated in a participant’s account which are not sufficient to purchase 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 monies 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 purchase ADSs hereunder is
exercisable only by him or her.



9. Delivery




     As promptly as practicable after each Exercise Date on which a purchase of
Shares occurs, the Trustee shall arrange the delivery of ADSs to the Depositary
by the Custodian representing the Shares purchased upon exercise of options by
the Trustee for the participating Employees.



10. Withdrawal; Termination of Employment




     (A) A participant may withdraw all but not less than all the payroll
deductions credited to his or her account with the Company or Designated
Subsidiary at any time prior to the transfer of funds made pursuant to Section
6(b) by giving written notice to the Company or Designated Subsidiary in the
form of Exhibit B to this



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Plan. 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 purchase 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 delivers to the Company or
Designated Subsidiary a new subscription agreement.



     (B) Upon a participant’s ceasing to be an Employee (as defined in Section
2(J) hereof) 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.



     (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) The maximum number of Shares authorized for issuance under the Plan
shall be 325,000 Shares, subject to adjustment upon changes in capitalization
of the Company as provided in Section 18 hereof. 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 purchase
under the Plan to the Trust, which shall make a pro rata allocation to the
participating Employees.



     (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



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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
Board from time to time. Every finding, decision and determination made by the
Board or its committee 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
Subsidiaries incorporated in United Kingdom and 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.



     (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.



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.



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 Purchase
Price, the number of ADSs purchased and the remaining cash balance, if any, for
the period covered by such statement.



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18. Adjustments Upon Changes in Capitalization




     (A) Changes in Capitalization. Subject to any required action by the
shareholders of the Company, the Reserves shall be proportionately adjusted for
any increase or decrease in the number of issued Shares resulting from a stock
split, reverse stock split, combination or reclassification of the Shares, or
any other increase or decrease in the number of Shares effected without receipt
of consideration by the Company; provided, however, that conversion of any
convertible securities of the Company shall not be deemed to have been
“effected without receipt of consideration”. Such adjustment shall be made by
the Board, whose determination in that respect shall be final, binding and
conclusive. Except as expressly provided herein, no issuance by the Company of
shares of stock of any class, or securities convertible into shares of stock of
any class, shall affect, and no adjustment by reason thereof shall be made with
respect to, the number or price of shares subject to an option.



     (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 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 Board.



     (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 Board
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 purchase and refund all sums collected from participants
during the Offering Period then in progress. If the Board shortens the Offering
Period then in progress in lieu of assumption or substitution in the event of a
merger or sale of assets, the Board 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 purchase, 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 common stock 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 Board 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. The Board may, if it so determines in the
exercise of its sole discretion, also make provision for adjusting the Reserves
in the event the Company effects one or more reorganizations, recapitalization,
rights offerings or other increases or reductions of shares of its outstanding
common stock, and in the event of the Company being consolidated with or merged
into any other corporation.



19. Amendment or Termination




     (A) The Board, but not the board of directors of a Subsidiary, may at any
time and for any reason terminate or amend the Plan. Except as provided in
Section 18 hereof, no such termination can affect options previously granted,
provided that an Offering Period may be terminated by the Board on any Exercise
Date if the Board determines that the termination of the Plan is in the best
interests of the Company and its shareholders. In the event that an Offering
Period is terminated (or the Plan is terminated during an Offering Period), any
and all accumulated payroll deductions shall be returned to the participating
Employees. Except as provided in Section 18 hereof, 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 Rule 16b-3 or under



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Section 423 of the Code (or any successor rule or provision or any other
applicable law or regulation), the Company shall obtain shareholder approval in
such a manner and to such a degree as required.



     (B) Without shareholder consent and without regard to whether any
participant rights may be considered to have been “adversely affected,” the
Board (or its committee) shall 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 or Designated Subsidiary’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 purchase of Shares for each participant properly correspond with
amounts withheld from the participant’s Compensation, and establish such other
limitations or procedures as the Board (or its committee) determines in its
sole discretion advisable which are consistent with the Plan.



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 Custodian, 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 Law No. 66-537 of July 24, 1966 relating to commercial
companies, 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 purchased 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 of Directors or its approval by the shareholders of the Company.
It shall continue in effect for a term of ten (10) years unless sooner
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 California, except for that body of law pertaining to conflicts
of laws.



 


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Exhibit A-1




BUSINESS OBJECTS S.A.

1995 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. 1995 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. 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.




1995 INTERNATIONAL EMPLOYEE STOCK PURCHASE PLAN




NOTICE OF WITHDRAWAL




The undersigned participant in the Offering Period of the Business Objects S.A.
1995 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.




1995 INTERNATIONAL EMPLOYEE STOCK PURCHASE PLAN




EMPLOYEE BENEFITS TRUST AGREEMENT




     This Declaration of Trust and Trust Agreement (the “Trust”) is made and
entered into this    th day of August, 1999 by and between Business Objects
S.A., a corporation organized under the laws of the Republic of France (the
“Company”) and the 1995 International Employee Stock Purchase Plan (the
“Trustee”), in favor of each of the participating employees of Business
Objects S.A. or any of its subsidiaries (the “Employees”).



RECITALS:




A. The shareholders of the Company formally authorized the Plan on June 21,
1995 the International Employee Stock Purchase Plan (the “Plan”), pursuant to
which the Employees will receive options to purchase American Depositary
Shares of the Company (“ADSs”), corresponding to shares of common stock of
the Company (“Common Stock”).



B. On June 21, 1995, the shareholders of the Company also approved the
establishment of this 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 I

CREATION AND FUNDING OF TRUST




     I.1 Creation of Trust. 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, 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 Common Stock (to be transferred by the Trustee to Banque Paribas (the
“Custodian”) which will deposit such shares with the Bank of New York (the
“Depositary”) as American Depositary Shares (“ADSs”) and to be delivered to
participating Employees by the Depositary 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. Such Common Stock or cash, when contributed to the Trust,
shall be used and applied by the Trustee in accordance with the terms of this
Trust.



     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 (the “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



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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.



ARTICLE III

DISTRIBUTIONS




     III.1 Distributions of Stock 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 and distribute to the Custodian shares
of Common Stock which shall be deposited by the Custodian with the Depositary
as ADSs, and the Depositary shall deliver ADRs to each Employee, or ADSs to
such Employee’s broker, representing the shares of Common Stock that have
been exercised in his or her favor by the Trustee.



     III.2 Distributions of Payroll Deductions to the Company. Concurrently
with the distribution of shares (in the form of ADSs) to the Custodian, or at
any time prior to such date, the Trustee shall distribute the payroll
deductions contributed pursuant to Section 1.4 to the Company.



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 Internal Revenue Code of 1986, as amended, 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) ten (10) years from the effective date of the Plan, or (b)
upon the termination of the Plan.



     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. 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



13









 







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:



          (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 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




     This 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 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 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 personation. The Trustee shall not be liable for honest
mistakes of judgment or for losses or liabilities due to such honest mistakes
of judgment.



          (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



14









 







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.



          (D) Notwithstanding any other provision of this Trust, 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, 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 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, 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.



15









 





ARTICLE XIII

COUNTERPARTS




     This Trust 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
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”	 	Great Lakes Strategies (1), a corporation organized under the
laws of
	 
	 	 	 	 
	 	 	By:
	

	 	 	 	

	 
	 	 	









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