exv10w25w01



 





EXHIBIT 10.25.1




(BUSINESS OBJECTS LOGO)




BUSINESS OBJECTS S.A.




2001 STOCK OPTION PLAN




AS AMENDED ON DECEMBER 11, 2003



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



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






	1.	 	PURPOSES OF THE PLAN
	 
	 	 	The purposes of this Stock Option Plan are to attract and retain the
best available personnel for positions of substantial responsibility,
to provide additional incentive to Beneficiaries and to promote the
success of the Company’s business.
	 
	 	 	Options granted under the Plan to U.S. Beneficiaries are intended to be
Incentive Stock Options or Non-Statutory Stock Options, as determined
by the Administrator at the time of grant of an Option, and shall
comply in all respects with Applicable U.S. Laws in order that they may
benefit from available fiscal advantages.
	 
	2.	 	DEFINITIONS
	 
	 	 	As used herein, the following definitions shall apply:







	 	(a)	 	“SHARE” means an ordinary share of the Company, as adjusted
from time to time in accordance with Section 11 of the Plan.
	 
	 	(b)	 	“DIRECTOR” means a member of the Board.
	 
	 	(c)	 	“ADR” means an American Depositary Receipt evidencing an
American Depositary Share corresponding to one Share.
	 
	 	(d)	 	“SHAREHOLDER AUTHORIZATION” means the authorization given by
the shareholders of the Company in an extraordinary general
meeting held on February 6, 2001 permitting the Board to grant
Stock Options.
	 
	 	(e)	 	“OPTIONEE” means a Beneficiary who holds at least one
outstanding Option.
	 
	 	(f)	 	“CHANGE IN CONTROL” shall mean, and shall be deemed to have
occurred if:







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





 









 






	 	 	 	directly or indirectly by the shareholders of the
Company in substantially the same proportions as
their ownership of stock of the Company, becomes the
“beneficial owner” (as defined in Rule 13d-3 under
the Exchange Act), directly or indirectly, of
securities of the Company representing 50% or more of
the total voting power represented by the Company’s
then outstanding voting securities, or
	 
	 	(ii)	 	the shareholders of the Company approve a merger or
consolidation of the Company with any other
corporation other than a merger or consolidation
which would result in the voting securities of the
Company outstanding immediately prior thereto
continuing to represent (either by remaining
outstanding or by being converted into voting
securities of the surviving entity) more than 50% of
the total voting power represented by the voting
securities of the Company or such surviving entity
outstanding immediately after such merger or
consolidation, or
	 
	 	(iii)	 	the shareholders of the Company approve a plan of
complete liquidation of the Company or an agreement
for the sale or disposition by the Company of (in one
transaction or a series of related transactions) all
or substantially all of the Company’s assets to an
entity other than an Affiliated Company.







	 	(g)	 	“CODE” means the United States Internal Revenue Code of 1986,
as amended.
	 
	 	(h)	 	“BOARD” means the board of directors of the Company.
	 
	 	(i)	 	“OPTION AGREEMENT” means a written agreement between the
Company and an Optionee evidencing the terms and conditions of
an individual Option grant. The Option Agreement is subject to
the terms and conditions of the Plan.
	 
	 	(j)	 	“NOTICE OF GRANT” means a written notice evidencing certain
terms and conditions of an individual Option grant. The Notice
of Grant is part of the Option Agreement.
	 
	 	(k)	 	“BENEFICIARY” means the Chief Executive Officer
(President-Directeur General) and Managing directors
(Directeurs generaux) and any Officers or other person
employed by the Company or any Affiliated Company. Neither
service as a Director nor payment of a director’s fee by the
Company or an Affiliated Company shall be sufficient to
constitute “employment” by the Company or an Affiliated
Company.
	 
	 	(l)	 	“U.S. BENEFICIARY” means a Beneficiary of the Company or an
Affiliated Company residing in the United States or otherwise
subject to United States’ laws and regulations.
	 
	 	(m)	 	“EXCHANGE ACT” means the United States Securities Exchange Act
of 1934, as amended.
	 
	 	(n)	 	“SUBSIDIARY” means a “subsidiary corporation”, whether now or
hereafter existing, as defined in Section 424(f) of the Code.
	 
	 	(o)	 	“ADMINISTRATOR” means the Board, as shall administer the Plan
in accordance with Section 4 of the Plan, it being specified
that pursuant to article 11.3 of the by-laws of the Company,
any board member who is eligible to receive Options is
prohibited from voting on decisions to grant Options if such
board member is the Beneficiary of such Options;
	 
	 	(p)	 	“DISABILITY” means total and permanent disability.




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	 	(q)	 	“INCENTIVE STOCK OPTION” means an Option granted only to U.S.
Beneficiaries and intended to qualify as an incentive stock
option within the meaning of Section 422 of the Code and the
regulations promulgated thereunder.
	 
	 	(r)	 	“LAW” means the French Commercial Code as amended by the
Ordonnance n degrees2000-912 dated September 18, 2000.
	 
	 	(s)	 	“APPLICABLE U.S. LAWS” means the legal requirements relating
to the administration of stock option plans under state
corporate and securities laws and the Code in force in the
United States of America.
	 
	 	(t)	 	“NON-STATUTORY STOCK OPTION” means an Option which does not
qualify as an Incentive Stock Option.
	 
	 	(u)	 	“OFFICER” means a Beneficiary who is an officer of the Company
or an Affiliated Company within the meaning of Section 16 of
the Exchange Act and the rules and regulations promulgated
thereunder.
	 
	 	(v)	 	“OPTION” means a stock option granted pursuant to the Plan as
adjusted from time to time in accordance with Section 11 of
the Plan.
	 
	 	(w)	 	“PLAN” means this 2001 Stock Option Plan, as amended from time
to time.
	 
	 	(x)	 	“OPTION EXCHANGE PROGRAM” means a program whereby outstanding
Options are surrendered in exchange for options with a lower
exercise price.
	 
	 	(y)	 	“CONTINUOUS STATUS AS A BENEFICIARY” means that the employment
relationship with the Company or any Affiliated Company is not
interrupted or terminated. Continuous Status as a Beneficiary
shall not be considered interrupted in the case of (i) any
leave of absence approved by the Company or (ii) transfers
between locations of the Company or between the Company or any
Affiliated Company, or any successor. A leave of absence
approved by the Company shall include sick leave, military
leave, or any other personal leave. For purposes of U.S.
Beneficiaries and Incentive Stock Options, no such leave may
exceed ninety (90) days, unless reemployment upon expiration
of such leave is guaranteed by statute or contract, including
Company policies. If reemployment upon expiration of a leave
of absence approved by the Company is not so guaranteed, on
the 91st day of such leave any Incentive Stock Option held by
a U.S. Beneficiary shall cease to be treated as an Incentive
Stock Option and shall be treated for U.S. tax purposes as a
Non-statutory Stock Option.
	 
	 	(z)	 	“COMPANY” means Business Objects S.A., a corporation organized
under the laws of the Republic of France.
	 
	 	(aa)	 	“AFFILIATED COMPANY” means a company which conforms with the
criteria set forth in L 225-180 of the Law as follows:







	 	•	 	companies of which at least one tenth (1/10) of the
share capital or voting rights is held directly or
indirectly by the Company;
	 
	 	•	 	companies which own directly or indirectly at least
one tenth (1/10) of the share capital or voting
rights of the Company; and




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	 	•	 	companies of which at least fifty percent (50%) of
the share capital or voting rights is held directly
or indirectly by a company which owns directly or
indirectly at least fifty percent (50%) of the share
capital or voting rights of the Company.







	 	(bb)	 	“PARENT” means a “parent corporation”, whether now or
hereafter existing, as defined in Section 424(e) of the Code.
	 
	 	(cc)	 	“FAIR MARKET VALUE” The Fair Market Value shall be the closing
sale price in euros for such Share (or the closing bid, if no
sales were reported) as quoted on the Premier Marche of
Euronext Paris on or such other Regulated Market on which the
Shares are traded, on the last market trading day prior to the
day of grant, as reported in La Tribune, or such other source
as the Administrator deems reliable;
	 
	 	(dd)	 	“REGULATED MARKET” shall mean, as of any date, a stock
exchange or system on which the Shares are traded which is a
regulated market (“marche reglemente”) under the law n
degrees98-546 of July 3, 1998, as amended.







	3.	 	STOCK SUBJECT TO THE PLAN
	 
	 	 	Subject to the provisions of Section 11 of the Plan, the maximum
aggregate number of Shares which may be optioned and issued under the
Plan is 3,450,000 Shares of E. 0.10 nominal value each. Moreover the
Board of Directors of the Company is authorized to increase annually,
on one or more occasions, the number of shares of Business Objects
which may be subscribed for or purchased upon the exercise of stock
options granted pursuant to the 2001 Option Plan, within the limit of
the lowest of the following amounts: (i) 6,500,000 shares with a
nominal value of E.0.10 each, (ii) the number of shares corresponding
to 5% of the total number of Business Objects shares outstanding as of
June 30, (iii) any lesser amount as determined by the Board of
Directors.
	 
	 	 	Notwithstanding the above, and pursuant to the Law, options issued and
outstanding under all option plans of the Company may not give the
right to subscribe to a total number of Company’shares in excess of
one-third of the Company’s share capital.
	 
	 	 	If an Option should expire or become unexercisable for any reason
without having been exercised in full, the unsubscribed or unpurchased
Shares which were subject thereto shall, unless the Plan shall have
been terminated, become available for future grant under the Plan.
	 
	4.	 	ADMINISTRATION OF THE PLAN
	 
	4.1	 	PROCEDURE. The Plan shall be administered by the Administrator.
	 
	4.2	 	POWERS OF THE ADMINISTRATOR. Subject to the provisions of the Law, the
Shareholder Authorization, the Plan and U.S. Applicable Laws, the
Administrator shall have the authority, in its discretion:







	 	•	 	to determine the Fair Market Value of the Shares, in
accordance with Section 2(cc) of the Plan;
	 
	 	•	 	to select the Beneficiaries to whom Options may be granted
hereunder;
	 
	 	•	 	to determine whether and to what extent Options are granted
hereunder;
	 
	 	•	 	to determine the number of Shares to be covered by each Option
granted hereunder;
	 
	 	•	 	to approve forms of agreement for use under the Plan;
	 
	 	•	 	to determine the terms and conditions, not inconsistent with
the terms and conditions of the Plan, of any Options granted
hereunder. Such terms and conditions include, but are not
limited to, the




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	 	 	 	exercise price, the time or times when Options may be
exercised (which may be based on performance criteria), any
vesting acceleration or waiver of forfeiture restrictions, and
any restriction or limitation regarding any Option or the
Shares relating thereto, based in each case on such factors as
the Administrator, in its sole discretion, shall determine;
	 
	 	•	 	to construe and interpret the terms of the Plan and Options
granted pursuant to the Plan;
	 
	 	•	 	to prescribe, amend and rescind rules and regulations relating
to the Plan, including rules and regulations relating to
sub-plans established for the purpose of qualifying for
preferred tax treatment under foreign tax laws;
	 
	 	•	 	to modify or amend each Option (subject to Section 13.3 of the
Plan), including the discretionary authority to extend the
post-termination exercisability period of Options longer than
is otherwise provided for in the Plan;
	 
	 	•	 	to authorize any person to execute on behalf of the Company
any instrument required to effect the grant of an Option
previously granted by the Administrator;
	 
	 	•	 	to decide and institute an Option Exchange Program;
	 
	 	•	 	to determine the terms and restrictions applicable to Options,
including without limitation to limit or prohibit the exercise
of an Option as well as the sale of Shares acquired pursuant
to the exercise of an Option, during certain periods or upon
certain events which the Administrator shall determine in its
sole discretion; and







	•	 	to make all other determinations deemed necessary or advisable for
administering the Plan.
	 
	4.3	 	EFFECT OF ADMINISTRATOR’S DECISION. The Administrator’s decisions,
determinations and interpretations shall be final and binding on all
Optionees, subject to the provisions of Article 13.3 of the Plan.
	 
	5.	 	LIMITATIONS
	 
	5.1	 	In the case of U.S. Beneficiaries, each Option shall be designated in
the Notice of Grant either as an Incentive Stock Option or as a
Non-Statutory Stock Option. However, notwithstanding such designation,
to the extent that the aggregate Fair Market Value:







	 	(i)	 	of Shares subject to an Optionee’s Incentive Stock Options
granted by the Company or any Affiliated Company, which
	 
	 	(ii)	 	become exercisable for the first time during any calendar year
(under all plans of the Company or any Affiliated Company)







	 	 	exceeds $100,000, such excess Options shall be treated as Non-statutory
Stock Options. For purposes of this Section 5.1, Incentive Stock
Options shall be taken into account in the order in which they were
granted, and the Fair Market Value of the Shares shall be determined as
of the time of the grant.
	 
	5.2	 	Neither the Plan nor any Option shall confer upon an Optionee any right
with respect to continuing the Optionee’s employment with the Company
or any Affiliated Company, nor shall they interfere in any way with the
Optionee’s right or the Company’s or Affiliated Company’s right, as the
case may be, to terminate such employment at any time, with or without
cause.
	 
	5.3	 	The following limitations shall apply to grants of Options to
Beneficiaries:







	 	(i)	 	No Beneficiary shall be granted, in any fiscal year of the
Company, Options to subscribe or purchase more than 225,000
Shares.
	 
	 	(ii)	 	Notwithstanding the foregoing, the Company may also make
additional grants of up to 450,000 Shares to newly-hired
Beneficiaries.
	 
	 	(iii)	 	The foregoing limitations shall be adjusted proportionately in
connection with any change in the Company’s capitalization as
described in Section 11.




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







	5.4	 	Each Option granted under the Plan in respect of UK Beneficiaries, who
are subject to UK Income Tax and Social Security withholding , shall
only be granted provided that the Beneficiary enters into an Election
with the Company or any Affiliated Company. The Election shall be in
such form and contain such provision as the Board shall from time to
time approved and as shall have been agreed with the Board of the
Inland Revenue.
	 
	5.5	 	Other than as expressly provided hereunder, including Section 2 (k)
above, no member of the Board of Directors shall be eligible to receive
an Option under the Plan.
	 
	6.	 	TERM OF PLAN
	 
	 	 	The Plan is effective and Options may be granted as of February 6, 2001
the date of the Plan’s adoption by the shareholders. It shall continue
in effect for a term of five (5) years unless terminated earlier under
Section 13 of the Plan, so that Options may be granted hereunder until
February 6, 2006.
	 
	7.	 	TERM OF OPTION
	 
	 	 	The term of each Option shall be stated in the Notice of Grant, , as
ten (10) years from the date of grant in accordance with the
Shareholder Authorization. Notwithstanding the foregoing, Options
granted to Beneficiaries of the United Kingdom subsidiary of the
Company or Beneficiaries who are otherwise residents of the United
Kingdom or who are subject to the laws of the United Kingdom shall have
a term of seven (7) years less one day from the day of grant.
	 
	8.	 	OPTION EXERCISE PRICE AND CONSIDERATION
	 
	8.1	 	EXERCISE PRICE
	 
	8.1.1	 	In the case of an Option to subscribe to new shares, the per Share
exercise price shall be determined in accordance with the following:







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



:






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











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	 	8.1.2	 	When an Option entitles the holder to purchase shares previously
repurchased by the Company, the exercise price may not be less than
eighty (80%) of the average purchase price paid for all Shares or ADRs
previously repurchased by the Company.
	 
	 	8.2	 	Waiting Period and Exercise Dates. At the time an Option is granted,
the Administrator shall fix the period within which the Option may be
exercised and shall determine any conditions which must be satisfied
before the Option may be exercised. In so doing, the Administrator may
specify that an Option may not be exercised until the completion of a
service period.
	 
	 	8.3	 	Form of Consideration. The consideration to be paid for the Shares upon
exercise of Options, including the method of payment, shall be
determined by the Administrator (and, in the case of an Incentive Stock
Option, shall be determined at the time of grant) and shall consist
entirely of an amount in French francs corresponding to the exercise
price which may be paid either by:







	 	•	 	wire transfer;
	 
	 	•	 	check;
	 
	 	•	 	delivery of a properly executed notice together with such
other documentation as the Administrator and the broker, if
applicable, shall require to effect exercise of the Option and
delivery to the Company of the sale or loan proceeds required
to pay the exercise price; or
	 
	 	•	 	any combination of the foregoing methods of payment.







	 	9.	 	EXERCISE OF OPTION
	 
	 	9.1	 	PROCEDURE FOR EXERCISE; RIGHTS AS A SHAREHOLDER
	 
	 	 	 	Any Option granted hereunder shall be exercisable according to the
terms of the Plan and at such times and under such conditions as
determined by the Administrator and set forth in the Option Agreement.
An Option may not be exercised for a fraction of a Share.
	 
	 	 	 	An Option shall be deemed exercised when the Company receives: (i)
written notice of exercise (in accordance with the Option Agreement)
together with a share subscription or purchase form (bulletin d’achat
ou de souscription) from the person entitled to exercise the Option,
and (ii) full payment for the Shares with respect to which the Option
is exercised. Full payment may consist of any consideration and method
of payment authorized by the Administrator and permitted by the Option
Agreement and the Plan. Shares issued upon exercise of an Option shall
be issued in the name of the Optionee or, if requested by the Optionee,
in the name of the Optionee and his or her spouse.
	 
	 	 	 	Upon exercise of any Option in accordance herewith, the Shares issued
to the Optionee shall be assimilated with all other Shares of the
Company and shall be entitled to dividends for the fiscal year in
course during which the Option is exercised.
	 
	 	 	 	Granting of an Option in any manner shall result in a decrease in the
number of Shares which thereafter may be available for purposes of the
Plan, by the number of Shares as to which the Option is outstanding.
	 
	 	9.2	 	TERMINATION OF EMPLOYMENT. Upon termination of an Optionee’s Continuous
Status as a Beneficiary during the term of the Option, other than upon
the Optionee’s death or Disability, the Optionee may exercise his or
her Option, but only within such period of time as is specified in the
Notice of Grant, and only to the extent that the Optionee was entitled
to exercise it at the date of termination (but in no event later than
the expiration of the term of such Option as set forth in the Notice of
Grant). In the absence of a specified time in the Notice of Grant, the
Option shall remain




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	 	 	 	exercisable for ninety (90) days following the Optionee’s termination
of Continuous Status as a Beneficiary. In the case of an Incentive
Stock Option, such period of time shall not exceed ninety (90) days
from the date of termination. If, at the date of termination, the
Optionee is not entitled to exercise his or her entire Option, the
Shares covered by the unexercisable portion of the Option shall revert
to the Plan. If, after termination, the Optionee does not exercise his
or her Option within the time specified by the Administrator, the
Option shall terminate, and the Shares covered by such Option shall
revert to the Plan.
	 
	 	9.3	 	DISABILITY OF OPTIONEE. In the event that an Optionee’s Continuous
Status as a Beneficiary terminates, during the term of the Option, as a
result of the Optionee’s Disability, the Optionee may exercise his or
her Option at any time within six (6) months from the date of such
termination, and only to the extent that the Optionee was entitled to
exercise it at the date of such termination (but in no event later than
the expiration of the term of such Option as set forth in the Notice of
Grant). If, at the date of termination, the Optionee is not entitled to
exercise his or her entire Option, the Shares covered by the
unexercised portion of the Option shall revert to the Plan. If, after
termination, the Optionee does not exercise his or her Option within
the time specified herein, the Option shall terminate, and the Shares
covered by such Option shall revert to the Plan.
	 
	 	9.4	 	DEATH OF OPTIONEE. In the event of the death of an Optionee during the
term of the Option, the Option may be exercised at any time within six
(6)months following the date of death, by the Optionee’s estate or by a
person who acquired the right to exercise the Option by bequest or
inheritance, but only to the extent that the Optionee was entitled to
exercise the Option at the date of death (and in no event later than
the expiration of the term of such Option as set forth in the Notice of
Grant). If, at the time of death, the Optionee was not entitled to
exercise his or her entire Option, the Shares covered by the
unexercised portion of the Option shall immediately revert to the Plan.
If, after death, the Optionee’s estate or a person who acquired the
right to exercise the Option by bequest or inheritance does not
exercise the Option within the time specified herein, the Option shall
terminate, and the Shares covered by such Option shall revert to the
Plan.
	 
	 	10.	 	NON-TRANSFERABILITY OF OPTIONS AND SHARES
	 
	 	 	 	An Option may not be sold, pledged, assigned, hypothecated, transferred
or disposed of in any manner other than by will or by laws of descent
or distribution and may be exercised, during the lifetime of the
Optionee, only by the Optionee.
	 
	 	 	 	The Administrator may restrict the right of an Optionee to sell or
otherwise dispose of the Shares acquired upon exercise of the Option.
In accordance with the Law, such restriction may not exceed three (3)
years from the exercise date.
	 
	 	11.	 	ADJUSTMENTS UPON CHANGES IN CAPITALIZATION, DISSOLUTION, MERGER OR
ASSET SALE
	 
	 	11.1	 	CHANGES IN CAPITALIZATION. In the event of the carrying out by the
Company of any of the financial operations pursuant to Article L
225-181 of the Law as follows:







	 	•	 	issuance of shares to be subscribed for in cash or by set-off
of existing indebtedness offered exclusively to the
shareholders,
	 
	 	•	 	capitalization of reserves, profits, issuance premiums or the
distribution of free shares,
	 
	 	•	 	issuance of bonds convertible or exchangeable into shares
offered exclusively to shareholders,
	 
	 	•	 	distribution of reserves in cash or portfolio securities,
	 
	 	•	 	capital reduction motivated by losses, and




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







	 	 	 
	 
	 	 	the Administrator shall, in accordance with the conditions provided for
in Articles 174-8 et seq. of the decree no. 67-236 of March 23, 1967
concerning commercial companies, effect an adjustment of the number and
the price of the Shares subject to Option grants.
	 
	 	 	The number of Shares which have been authorized for issuance under the
Plan as to which no Options have yet been granted or which have been
returned to the Plan upon cancellation or expiration of an Option shall
be proportionately adjusted in the event the Company effects a share
capital increase by way of incorporation of reserves, premiums or
profits, resulting either in an increase of the nominal value of the shares or in a free allocation of shares, or effects a reverse or
forward stock split or a combination of shares.
	 
	11.2	 	DISSOLUTION OR LIQUIDATION. In the event of the proposed dissolution or
liquidation of the Company, to the extent that an Option has not been
previously exercised, it will terminate immediately prior to the
consummation of such proposed action. The Administrator may, in the
exercise of its sole discretion in such instances, declare that any
Option shall terminate as of a date fixed by the Administrator and give
each Optionee the right to exercise his or her Option as to which the
Option would not otherwise be exercisable.
	 
	11.3	 	CHANGE IN CONTROL. In the event of a Change in Control of the Company,
each outstanding Option shall be assumed or an equivalent option or
right shall be substituted by the successor corporation or an
affiliated company of the successor corporation. The Administrator may,
in lieu of such assumption or substitution, provide for the Optionee
the right to exercise the Option as to the corresponding Shares as to
which it would not otherwise be exercisable. If the Administrator makes
an Option exercisable in lieu of assumption or substitution in the
event of a Change in Control, the Administrator shall notify the
Optionee that the Option shall be fully exercisable for a period of
fifteen (15) days from the date of such notice, and the Option will
terminate upon the expiration of such period. For the purposes of this
paragraph, the Option shall be considered assumed if, following the
Change in Control, the Option or right confers the right to purchase,
for each Share of Optioned Stock subject to the Option immediately
prior to the Change in Control, the consideration (whether stock, cash,
or other securities or property) received in the Change in Control by
holders of Shares or ADRs for each Share or ADR held on the effective
date of the transaction (and if holders were offered a choice of
consideration, the type of consideration chosen by the holders of a
majority of the outstanding Shares); provided, however, that if such
consideration received was not solely common stock of the successor
corporation, or its Parent, the Administrator may, with the consent of
the successor corporation, provide for the consideration to be received
upon the exercise of the Option for each Share of Option Stock subject
to the Option, to be solely common stock of the successor corporation
or its Parent equal in fair market value to the per share consideration
received by holders of Shares or ADRs in the merger or sale of assets.
	 
	12.	 	DATE OF GRANT
	 
	 	 	The date of grant of an Option shall be, for all purposes, the date on
which the Administrator makes the determination granting such Option.
Notice of the determination shall be provided to each Optionee within a
reasonable time after the date of such grant.




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	13.	 	AMENDMENT AND TERMINATION OF THE PLAN
	 
	13.1	 	AMENDMENT AND TERMINATION. The Administrator may at any time amend,
alter, suspend or terminate the Plan.
	 
	13.2	 	SHAREHOLDER APPROVAL. The Company shall obtain shareholder approval of
any Plan amendment to the extent necessary and desirable to comply with
Section 422 of the Code (or any successor rule or statute or other
applicable law, rule or regulation, including the requirements of any
exchange or quotation system on which the Shares or ADRs is listed or
quoted). Such shareholder approval, if required, shall be obtained in
such a manner and to such a degree as is required by the applicable
law, rule or regulation.
	 
	13.3	 	EFFECT OF AMENDMENT OR TERMINATION. No amendment, alteration,
suspension or termination of the Plan shall impair the rights of any
Optionee, unless mutually agreed otherwise between the Optionee and the
Administrator, which agreement must be in writing and signed by the
Optionee and the Company.
	 
	14.	 	CONDITIONS UPON ISSUANCE OF SHARES
	 
	14.1	 	LEGAL COMPLIANCE. Shares shall not be issued pursuant to the exercise
of an Option unless the exercise of such Option and the issuance and
delivery of such Shares shall comply with all relevant provisions of
law including, without limitation, the Law, the Securities Act of 1933,
as amended, the Exchange Act, the rules and regulations promulgated
thereunder, Applicable U.S. Laws and the requirements of any stock
exchange or quotation system upon which the Shares may then be listed
or quoted.
	 
	14.2	 	INVESTMENT REPRESENTATIONS. As a condition to the exercise of an
Option, the Company may require the person exercising such Option to
represent and warrant at the time of any such exercise that the Shares
are being subscribed only for investment and without any present
intention to sell or distribute such Shares if, in the opinion of
counsel for the Company, such a representation is required.
	 
	15.	 	LIABILITY OF COMPANY
	 
	 	 	The inability of the Company to obtain authority from any regulatory
body having jurisdiction, which authority is deemed by the Company’s
counsel to be necessary to the lawful issuance of any Shares hereunder,
shall relieve the Company of any liability in respect of the failure to
issue such Shares as to which such requisite authority shall not have
been obtained.
	 
	16.	 	LAW AND JURISDICTION AND LANGUAGE
	 
	 	 	This Plan shall be governed by and construed in accordance with the
laws of the Republic of France. The Tribunal de Grande Instance of
Nanterre shall be exclusively competent to determine any claim or
dispute arising in connection herewith.




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




-10-









 









BUSINESS OBJECTS S.A.

2001 STOCK OPTION GRANT AGREEMENT

Part I

NOTICE OF STOCK OPTION GRANT




     Name:



     Address:


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




Grant Number:

Date of Grant:

Vesting Commencement Date:

Exercise Price per Share:

Total Number of Shares Granted:

Total Exercise Price:

Term/Expiration Date:


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



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



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



Termination Period: This Option may be exercised for ninety (90) days after
termination of the Optionee’s employment with the Company or the Affiliated
Company as the case may be. Upon the death or Disability of the Optionee, this
Option may be exercised for such longer period as provided in the Plan. Save as
provided in the Plan, in no event shall this Option be exercised later than the
Term/Expiration Date as provided above.




     By your signature and the signature of the Company’s representative below,
you and the Company agree that this Option is granted under and governed by the
terms and conditions of the Plan and this Option Agreement. You have reviewed
the Plan and this Option Agreement in their entirety, had the opportunity to
obtain the advice of counsel prior to executing this Option Agreement and fully
understand all provisions of the Plan and Option Agreement. You hereby agree to
accept as binding, conclusive and final all decisions or interpretations of the
Administrator upon any questions relating to the Plan and Option Agreement. You
further agree to notify the Company upon any change in the residence address
indicated above. You acknowledge and agree that this Option and its vesting
schedule does not constitute an express or implied promise of continued
employment and shall not interfere in any way with your right or the Company’s
right to terminate your employment at any time. Further, the benefits, if any,
arising from your Option, shall not form any part of their wages, pay or
remuneration or count as wages, pay or remuneration for pension fund or other
purposes. In no circumstances shall you on ceasing to hold your office or
employment be entitled to any compensation for any loss of any right or benefit
or prospective right or benefit under the Plan, which you might otherwise have
enjoyed, whether such compensation is claimed by way of damages for wrongful
dismissal or other breach of contract or by way of compensation for loss of
office or otherwise.



     The Company and the Optionee recognize that the Plan and this Agreement
have been prepared both in the French and the English language. The French
version is the version that binds the parties, which is to be signed by the
Optionee and returned to the Company; notwithstanding this, the English version
represents an acceptable translation and, consequently, no official translation
will be required for the interpretation of this agreement.



	 	 	 
	OPTIONEE:

	 	FOR BUSINESS OBJECTS S.A.
	 
	 	 
	
 

	 	
 













-11-









 












BUSINESS OBJECTS S.A.

2001 STOCK OPTION GRANT AGREEMENT

Part II

TERMS AND CONDITION



1. GRANT OF OPTION. The Plan Administrator of the Company hereby grants to the
Optionee named in the Notice of Grant attached as Part I of this Agreement (the
“Optionee”), an option (the “Option”) to subscribe the number of Shares, as set
forth in the Notice of Grant, at the exercise price per Share set forth in the
Notice of Grant (the “Exercise Price”), subject to the terms and conditions of
the 2001 Stock Option Plan, which is incorporated herein by reference. Subject
to Section 13(c) of the Plan, in the event of a conflict between the terms and
conditions of the Plan and the terms and conditions of this Option Agreement,
the terms and conditions of the Plan shall prevail.



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



2. EXERCISE OF OPTION



(a) RIGHT TO EXERCISE. This Option is exercisable during its term in accordance
with the Vesting Schedule set out in the Notice of Grant and the applicable
provisions of the Plan and this Option Agreement. In the event of Optionee’s
death, Disability or other termination of Optionee’s employment, the
exercisability of the Option is governed by the applicable provisions of the
Plan and this Option Agreement.



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



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



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



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



5. TERMS OF OPTION. Subject as provided in the Plan, this Option may be
exercised only within the term set out in the Notice of Grant, and may be
exercised during such term only in accordance with the Plan and the terms of
this Option Agreement.



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



6. ENTIRE AGREEMENT; GOVERNING LAW. The Plan incorporated herein by reference.
The Plan and this Option Agreement constitute the entire agreement of the
parties with respect to the subject matter hereof and supersede in their
entirety all prior undertakings and agreements of the Company and Optionee with
respect to the subject matter hereof, and may not be modified adversely to the
Optionee’s interest except by means of a writing signed by the Company and
Optionee. This agreement is governed by the laws of the Republic of France.




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





 









 








CONSENT OF SPOUSE




(to be signed by residents of

California and other community property states)



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




	 	 	 
	 
	 	 
	

	 	
 
	

	 	Consent of spouse







 









 






ATTACHMENT B



BUSINESS OBJECTS S.A.




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

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

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




OPTION EXERCISE NOTICE AND SUBSCRIPTION FORM




COMPLETE AND FAX TO GREAT LAKES STRATEGIES PRIOR TO

CONTACTING DEUTSCHE BANK ALEX. BROWN

TELEPHONE: +01-248-637-8136 FAX: +01-248-614-4664




IMPORTANT: IF YOUR OPTION EXERCISE NOTICE IS ILLEGIBLE, INCOMPLETE,

INCORRECT OR UNSIGNED, IT WILL BE REJECTED.




	 	 	 
	

	PLEASE PRINT
	 	 
	 
	 	 
	FULL NAME:
	 	 
	

	 	
 
	MAILING ADDRESS:
	 	 
	

	 	
 
	

	 	Number, Street, Apartment Number
	

	 	
 
	

	 	City, State or Province, Postal Code, Country







	 	 	 	 	 	 	 
	HOME PHONE:

	 	 	 	WORK PHONE:	 	 
	

	 	
 
	 	 	 	
 
	

	 	Include Country Code (Non-U.S.)
	 	 	 	Include Country Code (Non-U.S.)
	E-MAIL ADDRESS:

	 	 	 	WORK FAX:	 	 
	

	 	
 
	 	 	 	
 
	

	 	Include Country Code (Non-U.S.)	 	 	 	 







	 	 	 
	UPON COMPLETION OF MY EXERCISE, PLEASE SEND MY EXERCISE CONFIRMATION

STATEMENT VIA:

	 	[ ] POSTAL SERVICE [ ] EMAIL






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




OPTION EXERCISE INFORMATION



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

	 
	 	 	 	 	 	 	 	 	 	 	E.	 	 	 	E.	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	E.	 	 	 	E.	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	E.	 	 	 	E.	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	E.	 	 	 	E.	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	E.	 	 	 	E.	 	 	 	 	 	 	 	 	 
	 
	 	TOTALS	 	 	 	 	 	 	 	 	 	 	E.	 	 	 	 	 	 	 	 	 






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



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




SECURITIES LAW COMPLIANCE



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






4









 








	 	 	 	 	 
	PAGE 2 OPTION EXERCISE NOTICE AND SUBSCRIPTION FORM

	 	 
	 	YOUR FULL NAME:                   







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



	 	 	 	 	 
	o1.	 	EXERCISE AND HOLD — (CASH EXERCISE ONLY — NO SALE)
	 	 	SHARE DELIVERY:
	

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

	 	o
	 	Register shares in a shareholder account opened in my name with BNP Paribas. I understand I must pay upon exercise
the option price and additionally, I agree to pay national, state/provincial, local & FICA/national insurance taxes
due upon this exercise
	 	 	METHOD OF PAYMENT:
	 	 	(Payment must be made within 10 days or the exercise will be cancelled)
	

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

	 	o
	 	I will send funds for cost and, if applicable, taxes directly to Business Objects S. A. Human Resources Department,
157-159 rue Anatole France 92309 Levallois-Perret Cedex
	o2.	 	EXERCISE AND SELL ALL SHARES — (SAME DAY SALE EXERCISE ONLY)
	 	 	I must provide a verbal sale order to Deutsche Bank Alex. Brown at +01-800-776-7564 or +01-410-229-2559 (Insiders call
+01-415-544-2863). Proceeds after payment of the aggregate option exercise price and all applicable taxes and fees
should be:
	

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

	 	o
	 	wired to my personal bank account. (Please complete wiring instructions below.)
	o3.	 	EXERCISE AND SELL SOME SHARES — (CASH AND SAME DAY SALE EXERCISE)
	 	 	Sell the number of ADSs as follows:                    I must also provide a verbal sale order to Deutsche Bank Alex.
Brown at +01-800-776-7564 or +01-410-229-2559 (Insiders call +01-415-544-2863). I understand that I must exercise and sell
enough ADSs at the market price to provide proceeds at least equal to the sum of the aggregate option exercise price and
all applicable taxes and fees. Hold the balance of my ADSs in my Deutsche Bank Alex. Brown account
number                   . Any remaining cash proceeds should be:
	

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

	 	o
	 	wired to my personal bank account. (Please complete wiring instructions below.)
	 	 	WIRE INSTRUCTIONS FOR EXERCISE AND SELL ALL OR EXERCISE AND SELL SOME — PLEASE PRINT CLEARLY.
	 	 	Bank Name                                       , address                                       ,
	 	 	name on account                                       , bank routing number (US)                                      ,
	 	 	sort or swift number (non-US)                                       , account number                                       .









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





OPTIONAL/ADDITIONAL TAX WITHHOLDING PERCENTAGE FOR FEDERAL/NATIONAL TAX REQUIREMENTS:                    % AND/OR STATE TAX REQUIREMENTS:

                   % CONSULT A TAX PROFESSIONAL FOR SPECIFIC WITHHOLDING RATES.

RATES MAY VARY DEPENDING ON TYPE OF GRANT EXERCISED, GRANT RESTRICTIONS AND/OR COUNTRY OF RESIDENCE.



NOTE: ABOVE SIGNATURE BELOW, PLEASE PRINT: “VALID FOR THE SUBSCRIPTION OF                   SHARES.”




	 	 	 	 	 	 	 
	 	 	 	 	Number of Shares Exercised
	 
	 	 	 	 	 	 
	OPTIONEE SIGNATURE:

	 	 	 	DATE:	 	 
	

	 	
 
	 	 	 	
 







	 	 	 	 	 	 	 
	STATUS:

	 	o Current Employee
	 	o Former Employee
	 	Date of Termination                   






THIS FORM WILL EXPIRE AT THE CLOSE OF BUSINESS ONE MONTH FROM THE DATE IT IS RECEIVED BY GREAT LAKES STRATEGIES. FOR FORMER
EMPLOYEES, THIS FORM WILL EXPIRE IN THE LESSER OF ONE MONTH OR THE ACTUAL EXPIRATION DATE OF YOUR OPTIONS. FOR INSIDERS, THIS FORM
WILL EXPIRE AT THE CLOSE OF THE TRADING WINDOW.









GREAT LAKES STRATEGIES APPROVAL



I confirm that the optionee is entitled to exercise the options indicated above as of the subscription date indicated above.




	 	 	 	 	 	 	 	 	 	 	 
	By:

	 	 	 	Date:
	 	 	 	Form Expiration Date:	 	 
	

	 	
 
	 	 	 	
 
	 	 	 	
 







As Agent for Business Objects, S.A.











5