EXHIBIT 4.8



 





Exhibit 4.8


INFOVISTA S.A.

2005 STOCK OPTION PLAN

UNOFFICIAL TRANSLATION INTO ENGLISH FOR CONVENIENCE PURPOSES



On the basis of the authorisation given by the extraordinary shareholders’ meeting of December 9,
2004 to grant, on one or several occasions, options giving right by exercise to acquire existing
shares of InfoVista S.A. (hereinafter the “Company”) to employees or executive officers of the
Company and its Affiliated Companies, (so long as such employees or executive officers hold less
than 10% of the capital), in a maximum amount of 360,000 existing shares, the nominal value of
which is 0.54 Euro each, the board of directors of the Company decided on April 26, 2005, under the
provisions of Article L. 225-177 et seq. of the French Commercial Code, to adopt this set of rules
(the “Plan”) fixing the terms and conditions applicable to the options bearing on shares of stock
of the Company that will be granted to “Eligible Persons” (as such term is defined in each Local
Plan).





	1.	 	PURPOSE OF THE PLAN






	 	 	The purpose of this stock option plan is:






	 	–	 	to attract and retain the best available personnel for positions of
substantial responsibility;
	 
	 	–	 	to provide additional incentive to Eligible Persons; and
	 
	 	–	 	to promote the success of the Company’s business.






	2.	 	TERRITORIAL APPLICATION OF THE PLAN






	 	 	It is intended that the Plan shall apply to all employees and executive officers of the
Company and of its Affiliated Companies. To this effect, the Company adopted annexes (Local
Plans) applicable to certain personnel subject to specific local laws and regulations, as
follows:






	 	–	 	Schedule 1: France
	 
	 	–	 	Schedule 2: USA
	 
	 	–	 	Schedule 3: International Plan applicable to other countries or countries
covered in other Schedules, as and when specifically stated.






	 	 	All the provisions of the Core Plan shall apply to each of the Local Plans, save where
varied by a Local Plan.




Where there is an inconsistency between provisions of the Core Plan and Local Plan, the provision
of the Local Plan shall prevail.





	3.	 	DEFINITIONS






	(a)	 	“Share” means existing share of the Company the nominal value of which is 0.54 Euro.
	 
	(b)	 	“Director” means a member of the Board.
	 
	(c)	 	“Shareholders Authorisation” means the authorisation to grant options to acquire Shares given
to the Board by the shareholders of the Company in the extraordinary general meeting held on
9th December 2004.
	 
	(d)	 	“Participant” means an Eligible Person who has been granted at least one outstanding Option.




 









 






	(e)	 	“Capital” means the share capital of the Company.
	 
	(f)	 	“Change of Control” occurs when one or several companies or one or several persons, acting
individually or jointly, acquire the majority of the share capital of the Company and/or the
majority of voting rights attached to the share capital of the Company.
	 
	(g)	 	“Cash Compensation” means cash offered, as the case may be, to the Participant
further to a definitive prohibition to exercise Options which have been granted under the Plan
and which have not lapsed at the date of the Change of Control.
	 
	(h)	 	“Board” and “Board of Directors” mean the board of directors of the Company.
	 
	(i)	 	“Grant Date” means, in relation to an Option, the date on which the Board decided to grant
such Option.
	 
	(j)	 	“Notice of Grant” means a written notice from the Company stating the main terms and
conditions of an individual grant of Options and indicating among others the number and the
exercise price of granted Options. The Options which have been granted in this manner can
only become exercisable if the Participant has acknowledged receipt of the grant and has
returned the completed form provided by the Company prior to the expiration of the three-month
deadline beginning at the date of the Notice of Grant.
	 
	(k)	 	“Eligible Person” shall be defined in each Local Plan.
	 
	(l)	 	“Take-over Bid” means a public offer to acquire or exchange or a combination of the two, the
entire share capital of the Company, which has been declared admissible by the Autorité des
Marchés Financiers or by any other authority competent.
	 
	(m)	 	“Disability” means disability as recognised pursuant to a medical examination under the law
applicable in the country in which the Participant is employed.
	 
	(n)	 	“Option” means an option giving right by exercise to acquire one existing share of the
Company granted pursuant to the Plan.
	 
	(o)	 	“Plan” means together, the Core Plan and the Local Plan.
	 
	(p)	 	“Core Plan” means the present stock option plan.
	 
	(q)	 	“Local Plan” means the annex adopted by the Board applicable to Participants subject to
specific local laws and regulations.
	 
	(r)	 	“Continuing Status as an Eligible Person” means as regards an Eligible Person that their
appointment or their employment agreement with the Company or any Affiliated Company is
neither interrupted nor terminated. Continuous Status as an Eligible Person shall not be
considered interrupted in the case of any leave of absence authorized by the Company or any
transfers between locations of the Company or between the Company and any Affiliated Company,
or vice versa. Leaves of absence authorized by the Company shall include sick leave, military
leave, or any other personal leave.
	 
	(s)	 	“Company” means INFOVISTA S.A., a corporation organised under the laws of the Republic of
France whose registered office is situated at 6, rue de la Terre de Feu — 91952 Courtaboeuf
(Registration number 334 088 275 at the Commercial and Company Register of Evry, France).




 









 






	(t)	 	“Affiliated Company” means a company related to the Company in accordance with the provisions
set forth in Article L. 225-180 of the French Commercial Code. As a reminder, as of the date
of the adoption of the Plan by the Board:






	 	–	 	companies of which at least one tenth (1/10) of the share capital or
voting rights are held directly or indirectly by the Company;
	 
	 	–	 	companies which hold directly or indirectly at least one tenth (1/10)
of the share capital or voting rights of the Company; or
	 
	 	–	 	companies of which at least fifty percent (50%) of the share capital
or voting rights are held directly or indirectly by a company which itself holds
directly or indirectly at least fifty percent (50%) of the share capital of the
Company.






	(u)	 	"New Options” means options granted to the Participants that enable the Participants to
acquire shares in an acquiring company. Such New Options are exercisable only at condition
that the Participant has expressly and irrevocably renounced to exercise Options granted under
the Plan and that have not lapsed at the date of the Change of Control.






	4.	 	STOCK SUBJECT TO THE PLAN






	 	 	Subject to the provisions of Section 12 of the Core Plan, the maximum aggregate
number of Shares over which Options may be granted and acquired under the Core Plan is
360,000 Shares.
	 
	 	 	If an Option expires or becomes unexercisable for any reason without having been
exercised, pursuant to the Shareholders Authorization, the Shares which were subject
thereto shall, unless the Core Plan shall have been terminated, become available again for
grant, if permitted by law, as part of one or more new Options under the Core Plan.






	5.	 	ADMINISTRATION OF THE CORE PLAN
	 
	5.1	 	Administration
	 
	 	 	The Plan shall be administered by the Board of Directors.
	 
	5.2	 	Powers of the Board of Directors
	 
	 	 	Subject to the provisions of the French Commercial Code, the Shareholder Authorization, and
the provisions of the Plan, the Board shall have the full authority, in its discretion to:






	 	(i)	 	determine the Eligible Persons to whom Options may be granted hereunder;
	 
	 	(ii)	 	fix the list of Participants to whom Options are granted hereunder and the
terms of such Options;
	 
	 	(iii)	 	decide the number of Options granted to each Participant and the number of
Shares which may be acquired by exercise of such Options;
	 
	 	(iv)	 	determine the terms and conditions of Options granted hereunder. Such terms
and conditions shall include, but shall not be limited to, the exercise price (set in
compliance with the applicable legislation, the provisions of Article 9 of the Core
Plan and the provisions related to the discount that may be granted to the Participants
compared to the stock exchange price of the Shares), the date or dates when the




 









 






	 	 	 	Options may be exercised (which may be based, inter alia, on seniority and
performance criteria).
	 
	 	(v)	 	construe and interpret the terms of the Plan and of the Options granted
pursuant to the Plan;
	 
	 	(vi)	 	to anticipate or postpone the date of exercise of the Options, keep the Options
exercisable or modify the dates or periods when the Shares obtained by exercise of
Options cannot be sold or transferred into bearer form;
	 
	 	(vii)	 	restrict, limit or prohibit the exercise of Options or sale or transfer into
bearer form of the Shares obtained by exercise of Options, during certain periods or
from the date of the occurrence of certain events;
	 
	 	(viii)	 	authorize any person to execute on behalf of the Company any instrument required to
make effective the grant of an Option by the Board; and
	 
	 	(ix)	 	make all necessary or appropriate decisions for administering the Plan.






	5.3	 	Effect of the Board’s Decision
	 
	 	 	The decisions and interpretations of the Board shall be final and binding on all
Participants as of the date on which the Participants are informed of such decision and
interpretation within the conditions provided for by Article 16.
	 
	6.	 	LIMITATIONS
	 
	6.1	 	Neither the Plan nor any Option shall confer upon a Participant any right to continuing
employment or maintenance in office with the Company or any Affiliated Company, nor shall they
limit in any way the rights of the Participants, the Company or of any Affiliated Company, to
terminate such employment or such office at any time, with or without cause.
	 
	6.2	 	No member of the Board of Directors shall be eligible, merely by reason of his office, to
receive any Option under the Plan if such member of the Board of Directors is not an Eligible
Person.
	 
	7.	 	DURATION OF THE PLAN
	 
	 	 	The Plan entered into effect on April 26, 2005, the date of its adoption by the Board, and
Options may have been granted since such date, pursuant to this Plan.
	 
	 	 	The Options may be granted under the present Plan during a 38-month period, as from the date
of the extraordinary general meeting of December 9, 2004, i.e., until February 8, 2008
unless terminated earlier under Section 14 of the Core Plan.
	 
	 	 	The provisions of the present Plan will remain in force for any outstanding exercisable
Option.
	 
	8.	 	DURATION OF OPTIONS
	 
	 	 	In accordance with the Shareholders Authorization, no Option shall be exercised after the
10-year term, which commenced as of the Date of Grant. The duration of granted Options is
indicated in the Notice of Grant.




 









 






	 	 	However, the Board may set a shorter option period for certain grants of Options, in so far
as such a shorter duration may be required by laws, in particular tax laws, in order to
benefit from a favourable regime.
	 
	9.	 	PRICE OF EXERCISE OF OPTIONS
	 
	9.1	 	Share purchase price
	 
	 	 	The purchase price of each Share that may be acquired by the exercise of an Option by a
Participant shall be determined by the Board within the limits set in the Shareholders
Authorisation and the provisions of the applicable laws and regulations.
	 
	 	 	The determination of such price is subject to the following rules:






	 	•	 	The Share purchase price shall be neither less than 85% of the average closing price
of the Shares on the French Nouveau Marché over the 20 trading days immediately prior
to the Grant Date of the Options, nor less than 100% of the maximum purchase price of
the Shares held by the Company under Articles L. 225-208 and/or L. 225-209 of the
French Commercial Code.
	 
	 	•	 	If the shares should cease to be listed on a regulated stock market, the Share
purchase price shall be determined by the Board in accordance with the provisions of
Article L. 225-177, paragraph 4, of the French Commercial Code. In any case the price
fixed by the Board may not be less than 80% of the purchase price of the shares that
would be held by the Company under Articles L. 225-208 of the French Commercial Code.






	 	 	The Share purchase price, determined as above, may not be modified, subject to section 12.1
below.
	 
	9.2	 	Payment of the purchase price of the Shares
	 
	 	 	The terms of payment of the purchase price of the Shares shall be determined by the Board at
the Grant Date of the Options.
	 
	 	 	Unless decided otherwise by the Board, the purchase price of the Shares shall be entirely
paid for upon exercise of the Options, such payment to take place by cheque, bank wire
transfer or set off with liquidated, certain and due debts of the Company to the
Participant.
	 
	 	 	All payments related to the exercise of Options between the Company and a Participant shall
be in EURO.
	 
	9.3	 	Exercise of the Options and Tax & other liabilities
	 
	 	 	Within thirty (30) days after Options have been exercised by a Participant, the Board, on
behalf of the Company, shall procure the transfer to such Participant of the corresponding
number of Shares, provided that:






	 	(i)	 	the Board considers that the transfer of Shares would be lawful in the
jurisdiction in question; and
	 
	 	(ii)	 	in the event that the Company or any Affiliated Company or any other company
(“the Taxed Company”) is required to (or may suffer a disadvantage if it were not to)
pay for any tax, charge or social contributions for which the Participant in question
is liable by virtue of the exercise of the Option (together, “the Liability” ), the
Participant has either:






	 	•	 	made a payment to the Taxed Company of an amount equal to the Liability; or




 









 






	 	•	 	entered into an arrangement acceptable to the Taxed Company in order to
secure the payment of the Liability (whether by authorising the sale of some or
all of the Shares on its behalf and the withdrawal of the Liability from the
proceeds of sale by the Taxed Company or otherwise).






	9.4	 	Indemnity
	 
	 	 	If, as a result of the grant of Options, exercise of Options or sale of the Shares, the
Company or any Affiliated Company is liable for taxes, employee related social charges or
other financial charges, in jurisdictions where such possibility is permitted, the
Participant shall fully indemnify the Company or any Affiliated Company in respect of all
such amounts payable by the Company or any Affiliated Company to the fullest extent
permissible by the legislation applicable to the Participant, for example where such
applicable legislation limits the imposition of such charges upon the Participant.
	 
	10.	 	EXERCISE OF OPTIONS
	 
	10.1	 	Exercise procedure; Rights of Participants who become shareholders
	 
	 	 	Options granted under the Plan shall be exercised in accordance with the terms of the Plan
and at such dates and under such conditions as determined by the Board and set forth in the
Notice of Grant or, in the event of no specific indication in the Notice of Grant, as
determined in the Local Plan.
	 
	 	 	An Option shall be deemed exercised when the Company (or a company agent) receives: (i)
written notice of exercise together with a share purchase form duly executed by the person
entitled to exercise the Option, and (ii) full payment of the underlying Share purchase
price. Shares acquired by exercise of Options shall be transferred to a nominative account
registered in the name of the Participant or, if requested by the latter, in the name of the
Participant and his or her spouse, provided such spouse first executes all undertakings and
agreements the execution of which constitute condition precedent to the grant of the Options
or purchase of the relevant Shares.
	 
	 	 	Upon exercise of the Options, the Shares transferred to the Participant shall be assimilated
with all other Shares of the Company, which fall within the same class and shall qualify for
dividends for the fiscal year during the course of which the Options have been exercised.
	 
	 	 	Each grant of Options shall decrease the number of Shares, which are thereafter available
for the purposes of the Plan, by the number of Shares that may be acquired by exercise of
the Options.
	 
	10.2	 	Exercise dates
	 
	 	 	At the Grant Date, the Board shall set the period during which the Options may be exercised
and shall determine the conditions which must be satisfied before the Options may be
exercised. For instance, the Board may provide that the Options may not be exercised until
the completion of a minimum period of employment.
	 
	 	 	The Options can only become exercisable if the participant has acknowledged receipt of the
grant and has returned the completed form provided by the Company prior to the expiration of
the three-month deadline beginning at the date of the Notice of Grant.
	 
	 	 	The rules specifying the Exercise Dates of the Options are set forth in the applicable
Schedule to the Core Plan (French Plan, US Plan, or International Plan) or as the case may
be, in the Notice of Grant.




 









 






	10.3	 	Loss of the Continuing Status as an Eligible Person. Termination of an Eligible Person’s
employment contract or office
	 
	 	 	Upon loss by a Participant of his Continuous Status as an Eligible Person, other than upon
the Participant’s Disability or death, the Participant may exercise his or her Options only
during such time period as specified hereinafter and such exercise may concern only such
number of Options that he/she was entitled to exercise (pursuant, in particular, to section
10.2 above) as of the date of such loss.
	 
	 	 	Unless provided otherwise in the relevant Notice of Grant, the Options may be exercised
during a period of one (1) calendar month following the loss by the Participant of his
Continuous Status as an Eligible Person. For the purpose of computing such calendar month
and the number of Options that the Participant will be entitled to exercise, this loss shall
be deemed to have taken place at the date of termination of office or employment or at the
date of the Participant’s resignation, without taking into account any advance notice period
nor the effective dates of such termination or resignation.
	 
	 	 	The date of termination of office shall be the date of the shareholders’ meeting or Board
meeting during which such termination of office shall be decided upon. In accordance with
applicable laws and regulations, the date of termination of employment shall be either the
date of first delivery to the relevant Participant of his/her notice of termination or the
date upon which such notice shall be hand delivered to such Participant. The date of
resignation from employment shall be either the date of dispatch by the relevant Participant
to the Company (or any Affiliated Company thereof) of his/her notice of resignation or the
date upon which such notice shall be hand delivered by such Participant to the person he/she
reports to within the Company (or any Affiliated Company thereof). In the absence of such a
written resignation, the resignation date shall be the date at which the Participant shall
be deemed to have resigned under applicable labour laws.
	 
	 	 	The date of resignation from office shall be, as the case may be, the date of dispatch or
hand delivery of his resignation notice by the relevant Participant to the Company (or any
Affiliated Company thereof) or the date of the shareholders’ meeting or Board meeting in the
course of which the relevant Participant shall have resigned.
	 
	 	 	Should the relevant Participant not exercise all the Options that he/she was entitled to
pursuant to the above within the time period determined as provided for above, the relevant
Shares not acquired by the exercise of such Options become available again to be subject to
new Options to be granted to other Eligible Persons under the Plan.
	 
	10.4	 	Disability of a Participant
	 
	 	 	Should a Participant lose his Continuous Status as an Eligible Person as a result of
Disability, he/she may exercise his/her Option at any time within three (3) calendar months
from the date of such loss, but such exercise may concern only such number of Options that
such Participant was entitled to exercise as of the date of such loss.
	 
	 	 	Should the relevant Participant not exercise the Options he/she was entitled to pursuant to
the above within the time period determined as provided for above, the relevant Shares not
acquired by the exercise of such Options become available again to be subject to new Options
to be granted to other Eligible Persons under the Plan.
	 
	10.5	 	Death of a Participant
	 
	 	 	In the event of the death of a Participant during the duration of his/her Option, the Option
may be exercised at any time within six (6) calendar months following the date of death, by
the




 









 






	 	 	Participant’s heirs but such exercise may only bear on the number of Options that such
Participant was entitled to exercise as of the date of his death.
	 
	 	 	Should the relevant Options not be exercised within the time period determined as provided
for above, the relevant Shares not acquired by the exercise of such Options become available
again to be subject to new Options to be granted to other Eligible Persons under the Plan.
	 
	10.6	 	Suspension of the right to exercise options
	 
	 	 	Where the Company is in negotiations which may result in a Change of Control or is carrying
out any financial operation, the Board may among others impose a suspension period not
exceeding 6 months from the date that the public is informed of such negotiations or
operation in accordance with the relevant rules of the Autorité des Marchés Financiers,
during which Options may not be exercised even if they are exercisable pursuant to Section
10.2.
	 
	11.	 	NON-TRANSFERABILITY OF OPTIONS
	 
	 	 	An Option may not be sold, pledged, assigned, hypothecated, transferred or disposed of in
any manner other than by will or in accordance with the laws governing inheritance and may
be exercised, during the lifetime of the Eligible Person, only by the latter.
	 
	12.	 	PROTECTION OF THE PARTICIPANTS’ RIGHTS
	 
	12.1	 	Financial operations carried out by the Company
	 
	 	 	Pursuant to the provisions of Article L.225-181 of the French Code de commerce, in the event
the Company carries out any of the financial operations mentioned in Article L. 225-181 of
the French Code de commerce, the Board shall take all necessary measures to protect the
interests of the Participants, pursuant to Article L. 228-99 of the French Code de commerce.
In the event of an adjustment by the Company of the initial conditions of the granted
Options pursuant to Article L. 228-99 of the French Code de commerce, such an adjustment
shall be made in accordance with articles 174-8 et seq.of the Decree No. 67-236 of March
23,1967.
	 
	12.2	 	Merger, Dissolution or Liquidation of the Company
	 
	 	 	Pursuant to the provisions of Article 5.2 (vi) above, in the event of the merger, winding-up
or liquidation of the Company, the Board may decide that the Options will no longer be
exercisable as of the date fixed by the Board and the Participants will be thereby notified
within the conditions provided for by Article 16.
	 
	12.3	 	Change of Control of the Company
	 
	 	 	In the event of a Change of Control or a Take-over Bid (hereinafter the “Event”), the
following shall apply to all Options, which have been granted under the Plan and have not
expired at the date of the Event:






	 	(a)	 	the Board shall be entitled to decide, pursuant to the provisions of
Article 5.2 (vi) above, within 2 months following the date of the Event, that
all such Options shall become immediately exercisable in full and might be
exercised in whole or in part within a 30-day period. All options which have
not been exercised after that period shall no longer be exercisable;
	 
	 	(b)	 	unless otherwise decided by the Board, no Option shall be exercised
after the expiration of the 3-month period as of the date of the Event;




 









 






	 	(c)	 	the Board shall consult with the acquiring company, with a view to
proposing to the Participants alternative solutions, including, but not limited
to Cash Compensation or a grant of New Options;
	 
	 	(d)	 	if the acquiring company decides to offer to the Participants
alternative solutions, it shall not be obliged to offer the same solution to
all Participants nor shall it be obliged to treat Options that may be exercised
pursuant to Section 10.2 in the same manner as Options which are not so
exercisable at the date of the Event. In particular, the acquiring company may
choose to offer Cash Compensation immediately for Options which may be
exercised and offer Cash Compensation (of the same or different amount) that
will be paid on the date when the other Options would become exercisable under
the Plan.






	13.	 	GRANT DATE
	 
	 	 	Notice of Grant shall be provided to each Participant within a reasonable time limit after
the Grant Date.
	 
	 	 	No Option may be granted:






	 	•	 	less than twenty Stock Exchange trading days after the
detachment from the shares of a coupon entitling the holder to a dividend or an increase in
capital;
	 
	 	•	 	within a period of ten Stock Exchange trading days preceding and following
the date on which the consolidated financial statements, or failing that, the
annual accounts, are published;
	 
	 	•	 	within the periods between the date on which the governing bodies of the
company become aware of any information which, if published, might have a
significant effect on the price of the company’s shares, and the latest date of
the ten Stock Exchange trading days following the date on which the said
information is published.






	14.	 	AMENDMENT AND TERMINATION OF THE PLAN
	 
	 	 	The Board may at any time amend, suspend or terminate the Plan.
	 
	 	 	No amendment, alteration, or suspension of the Plan shall impair the rights of any
Participant, unless agreed to in a written agreement signed by the Participant and the
Company. In addition, a termination of the Plan will only have consequences in the future,
and will have no impact on the outstanding Options granted under the Plan.
	 
	15.	 	CONDITIONS APPLICABLE UPON EXERCISE OF OPTIONS
	 
	15.1	 	Mandatory Legal Provisions Compliance
	 
	 	 	Shares shall be acquired and transferred pursuant to the exercise of the Options under
condition that the exercise of such Option and the transfer of such Shares shall comply with
all relevant provisions of mandatory applicable law and regulations, and the requirements of
any stock exchange or quotation system upon which the Shares may then be listed or quoted.




 









 






	15.2	 	Investment Representations
	 
	 	 	The Board may require the person exercising such Option to represent and warrant at the time
of any such exercise, as a condition of the exercise of an Option that the Shares are being
acquired 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.
	 
	16.	 	INFORMATION OF THE PARTICIPANTS
	 
	 	 	The Company informs the Participant of the grant of Options by sending him/her the Notice of
Grant to which a copy of the present Plan is attached. As of the time of receipt, the
Participant reviews all the documents sent by the Company and returns to it an
acknowledgement of receipt provided by the Company for this purpose.
	 
	 	 	In addition, the Company shall inform the Participant within a reasonable time limit of any
modification of the conditions of the Options granted under the present Plan.
	 
	17.	 	LAW — JURISDICTION — LANGUAGE
	 
	 	 	This Plan shall be governed by and construed in accordance with the laws of France. The
Tribunal de Commerce of Evry, France, or should this court not be competent, the Tribunal de
Grande Instance of Evry, France, shall have sole jurisdiction to determine any claim or
dispute arising in connection herewith.
	 
	 	 	The Plan has been adopted in the French language. As a result, only the French version
shall prevail. Any version hereof drafted in another language is for information purposes
only.




 









 











INFOVISTA S.A. 2005

FRENCH LOCAL STOCK OPTION PLAN

Schedule 1 to the InfoVista S.A. 2005 Stock Option Plan





	1.	 	Definitions and interpretation
	 
	1.1	 	Unless the context otherwise requires, all expressions defined in the Core Plan shall
have the same meaning in this French Local Plan.
	 
	1.2	 	In addition, the following expressions shall have the following meanings in this
French Local Plan unless the context otherwise requires:
	 
	 	 	"Continuing Status as an Eligible Person” means as regards the chairman of the Board
(président du conseil d’administration), the managing directors (directeurs généraux),
[delegated managing directors (directeurs généraux délégués)], the managers (gérants) that
their appointment (mandat social) and, as regards employees that their employment agreement
with the Company or any French Affiliated Company is neither interrupted nor terminated.
Continuous Status as an Eligible Person shall not be considered interrupted in the case of
any leave of absence authorised by the Company or any transfers between locations of the
Company or between the Company and any French Affiliated Company, or vice versa. Leaves of
absence authorised by the Company shall include sick leave, military leave, or any other
personal leave.
	 
	 	 	"Disability” means disability of a Participant corresponding to a 2nd or
3rd category ranking as provided in Article L. 341-4 of the Social Security Code.
	 
	 	 	"Eligible Person” means the chairman of the Board (president du conseil d’administration),
managing directors (directeurs généraux), [delegated managing directors (directeurs généraux
délégués)], the managers (gérants), as defined in article L. 225-185 of the French Company
Code and any other person employed by the Company or any French Affiliated Company under an
employment agreement. A Director’s appointment (membre du conseil d’administration) (whether
paid or not) shall not be deemed to confer the status of Eligible Person.
	 
	 	 	"French Local Plan” means the InfoVista S.A. 2005 French Local Stock Option Plan as herein
set out but subject to any alterations or additions made under the rules set out below.
	 
	 	 	"Retirement” means, pursuant to article L. 122-14-13 of the Labour Code, the forced
retirement of a Participant initiated by InfoVista or other French Affiliated Companies who
may benefit from a full rate retirement and who has reached the statutory retirement age.
	 
	2.	 	Applicability of the Core Plan
	 
	 	 	Save as hereinafter specified, all the terms and provisions of the Core Plan shall apply
mutatis mutandis to the grant of Options under the French Local Plan.
	 
	3.	 	Exercise Dates
	 
	 	 	Unless provided otherwise in the Notice of Grant, no Options may be exercised prior to the
fourth anniversary of the Grant Date.




 









 






	 	 	As of the fourth anniversary of the Grant Date of his/her Options, the Participant may
exercise all his/her Options granted at such Grant Date, provided that he/she maintains
his/her Continuous Status as an Eligible Person for the entire period.
	 
	 	 	Should a Participant be granted Options at different Grant Dates, the above progressive
vesting rule will apply respectively to each group of Options granted to the Participant,
taking each Grant Date individually.
	 
	4.	 	Amendment and Termination of the French Local Plan
	 
	4.1	 	Section 14 of the Core Plan shall apply mutatis mutandis to the French Local Plan.
	 
	4.2	 	After making any amendment to the French Plan under rule 4.1 above, the Board shall notify
any Participant affected thereby as soon as reasonably practicable within the conditions as
provided in Article 16 of the Core Plan.
	 
	4.3	 	In accordance with the Board’s powers under Section 5 of the Core Plan, the Board shall if it
deems necessary delegate authority to any one or more of the officers of the Company to be
responsible for the administration of the French Local Plan.




 









 











INFOVISTA S.A. 2005

U.S. STOCK OPTION PLAN

Schedule 2 to the InfoVista S.A. 2005 Stock Option Plan





	1.	 	Definitions
	 
	1.1	 	"Code” means the United States Internal Revenue Code of 1986, as amended.
	 
	1.2	 	"Common Stock” means an existing O-share (share of common stock) of the Company the nominal
value of which is 0,54 Euro.
	 
	1.3	 	"Eligible Person” means any person employed by the Company or any Affiliated Company under an
employment agreement (whether written or oral).
	 
	1.4	 	"Exercise Price” means the price per Share at which an Option may be exercised.
	 
	1.5	 	"Fair Market Value” means, unless otherwise determined by the Board, if the Shares are traded
on a national securities exchange or automated dealer quotation system in the United States,
the last sale price for a Share, as of the relevant date, on such securities exchange or
automated dealer quotation system as reported by such source as the Board may select, or, if
such price quotations for Shares are not then reported, then the fair market value of a Share,
as determined by the Board pursuant to a reasonable method adopted in good faith for such
purpose.
	 
	1.6	 	"Incentive Stock Option” means an Option granted under this Plan that the Board designates as
an incentive stock option under Section 422 of the Code.
	 
	1.7	 	"Non statutory Stock Option” means an Option granted under this U.S. Plan that is not an
Incentive Stock Option.
	 
	1.8	 	"Option” means an option to purchase Shares granted under this U.S. Plan.
	 
	1.9	 	"Section 422 Employee” means an employee who is employed by the Company or a “parent
corporation” or “subsidiary corporation” (both as defined in Section 424(e) and (f) of the
Code) with respect to the Company.
	 
	1.10	 	"Share” means (a) an American Depository Share covering one share of Common Stock or (b) a
share of Common Stock.
	 
	1.11	 	"Ten-Percent Stockholder” means a Participant who (applying the rules of Section 424(d) of
the Code) owns stock possessing more than 10% of the total combined voting power of all
classes of stock of the Company or a “parent corporation” or “subsidiary corporation” (both as
defined in Section 424(e) and (f) of the Code) with respect to the Company.
	 
	1.12	 	"US Plan” means the InfoVista S.A. 2005 US Stock Option Plan.
	 
	1.13	 	Capitalised terms not otherwise defined herein shall have the meaning specified in the Core
Plan.
	 
	2.	 	Applicability of the Core Plan
	 
	 	 	Save as in this U.S. Plan specified otherwise, all the terms and provisions of the Core Plan
shall apply mutatis mutandis to the granting of stock options under the U.S. Plan.
	 
	3.	 	Eligibility
	 
	 	 	Options may be granted under this U.S. Plan only to Eligible Persons; provided, however, that
Incentive Stock Options may be granted only to Eligible Persons who are Section 422 Employees
on the Grant Date.




 









 






	4.	 	Options
	 
	4.1	 	Options granted under this U.S. Plan to Eligible Persons shall be either Incentive Stock
Options or Non statutory Stock Options, as designated by the Board; provided, however, that
Incentive Stock Options may only be granted to Eligible Persons who are Section 422 Employees
on the Grant Date. Each Option granted under this U.S. Plan shall be clearly identified
either as a Non statutory Stock Option or an Incentive Stock Option.
	 
	4.2	 	The Exercise Price of an Incentive Stock Option shall not be less than one hundred
percent (100%) of the Fair Market Value of a Share on the Grant Date; provided, however, that
in the case of an Incentive Stock Option granted to a Participant who, on the Grant Date, is a
Ten Percent Stockholder, the Exercise Price shall not be less than one hundred and ten percent
(110%) of the Fair Market Value of a Share on the Grant Date.
	 
	4.3	 	The duration under Section 7 of the Core Plan of an Incentive Stock Option granted to
a Ten-Percent Stockholder shall not exceed five (5) years from the Grant Date.
	 
	5.	 	Exercise Dates
	 
	 	 	Unless provided otherwise in the Notice of Grant, no Options may be exercised prior to the
first anniversary of the Grant Date. As from such first anniversary and until the second
anniversary of the Grant Date, the Participant shall be entitled to exercise up to 25% of
his/her Options (granted at the Grant Date), and acquire at most 25% of the Shares to which
his/her Options give right, provided that he/she maintains his/her Continuous Status as an
Eligible Person during the entire period.
	 
	 	 	From the second anniversary of the Grant Date of his Options and until the 183rd
day following such anniversary, the Participant may exercise up to 50% of his Options
(granted at the relevant Grant Date) and acquire at most 50% of the Shares to which his/her
Options give right, provided that he/she maintains his/her Continuous Status as an Eligible
Person for the entire period. Any Shares acquired prior to the second anniversary of the
Grant Date shall be taken into account for the computation of the 50% limit provided for
above.
	 
	 	 	During the 182 days preceding the third anniversary of the Grant Date of his/her Options,
the Participant may exercise up to 75% of his/her Options (granted at the relevant Grant
Date) and acquire at most 75% of the Shares to which his/her Options give right, provided
that he/she maintains his/her Continuous Status as an Eligible Person for the entire period.
Any Shares previously acquired shall be taken into account for the computation of the 75%
limit provided for above.
	 
	 	 	As of the third anniversary of the Grant Date of his/her Options, the Participant may
exercise all his/her Options granted at such Grant Date, provided that he/she maintains
his/her Continuous Status as an Eligible Person for the entire period.
	 
	 	 	Should a Participant be granted Options at different Grant Dates, the above progressive
vesting rule will apply respectively to each group of Options granted to the Participant,
taking each Grant Date individually.
	 
	6.	 	Capital Adjustments
	 
	 	 	In the event of any change in the outstanding American Depository Shares covering Common
Stock or in the event of any change in the outstanding Common Stock by reason of any stock
dividend, split-up, recapitalisation, reclassification, combination or exchange of shares,




 









 






	 	 	merger, consolidation, liquidation or the like, the Board may, in its discretion, provide for
adjustment in (a) the number and class of Shares subject to outstanding Options, and (b) the
Exercise Price of Options.
	 
	7.	 	Withholding
	 
	 	 	The Company’s obligation to deliver Shares or pay any amount pursuant to the terms of any
Option hereunder shall be subject to satisfaction of applicable federal, state and local tax
withholding requirements. Unless otherwise provided by the Board, and subject to any rules
prescribed by the Board, a Participant may satisfy any such withholding tax obligation by
either of the following means or by a combination of such means: (a) check or wire transfer,
or (b) authorising the Company to withhold Shares otherwise transferable to the Participant.
	 
	8.	 	Amendment and Termination of the U.S. Plan
	 
	8.1	 	Section 14 of the Core Plan shall apply mutatis mutandis to the U.S. Plan.
	 
	8.2	 	After making any amendment to the U.S. Plan under rule 8.1 above, the Board shall
notify any Participant affected thereby in writing as soon as reasonably practicable.
	 
	8.3	 	In accordance with the Board’s powers under section 5 of the Core Plan, the Board
shall if it deems necessary delegate authority to any one or more of the officers of the
Company to be responsible for the administration of the U.S. Plan.




 









 











INFOVISTA S.A. 2005

INTERNATIONAL STOCK OPTION PLAN



Schedule 3 to the InfoVista S.A. 2005 Employee Stock Option Plan





	1.	 	Definitions and Interpretation
	 
	1.1	 	Unless the context otherwise requires, all expressions defined in the Core Plan shall have
the same meaning in this International Plan.
	 
	1.2	 	In addition, the following expressions shall have the following meanings in this
International Plan unless the context otherwise requires:
	 
	 	 	“Core Plan” means the InfoVista S.A. 2005 Employee Stock Option Plan;
	 
	 	 	“Eligible Person” means any person employed by the Company or any Affiliated Company under an
employment agreement.
	 
	 	 	“Grant Date” means the date on which the Option was granted.
	 
	 	 	“International Plan” means the InfoVista S.A. 2005 International Employee Stock Option Plan.
	 
	2.	 	APPLICABILITY OF THE CORE PLAN
	 
	 	 	Save as hereinafter specified, all the terms and provisions of the Core Plan shall apply
mutatis mutandis to the grant of Options under the International Plan.
	 
	3.	 	EXERCISE DATES
	 
	 	 	Unless provided otherwise in the Notice of Grant, no Options may be exercised prior to
the first anniversary of the Grant Date. As from such first anniversary and until the second
anniversary of the Grant Date, the Participant shall be entitled to exercise up to 25% of
his/her Options (granted at the Grant Date), and acquire at most 25% of the Shares to which
his/her Options give right, provided that he/she maintains his/her Continuous Status as an
Eligible Person during the entire period.
	 
	 	 	From the second anniversary of the Grant Date of his Options and until the 183rd
day following such anniversary, the Participant may exercise up to 50% of his Options
(granted at the relevant Grant Date) and acquire at most 50% of the Shares to which his/her
Options give right, provided that he/she maintains his/her Continuous Status as an Eligible
Person for the entire period. Any Shares acquired prior to the second anniversary of the
Grant Date shall be taken into account for the computation of the 50% limit provided for
above.
	 
	 	 	During the 182 days preceding the third anniversary of the Grant Date of his/her Options,
the Participant may exercise up to 75% of his/her Options (granted at the relevant Grant
Date) and acquire at most 75% of the Shares to which his/her Options give right, provided
that he/she maintains his/her Continuous Status as an Eligible Person for the entire period.
Any Shares previously acquired shall be taken into account for the computation of the 75%
limit provided for above.
	 
	 	 	As of the third anniversary of the Grant Date of his/her Options, the Participant may
exercise all his/her Options granted at such Grant Date, provided that he/she maintains
his/her Continuous Status as an Eligible Person for the entire period.




 









 






	 	 	Should a Participant be granted Options at different Grant Dates, the above progressive
vesting rule will apply respectively to each group of Options granted to the Participant,
taking each Grant Date individually.
	 
	4.	 	AMENDMENT AND TERMINATION OF THE INTERNATIONAL PLAN
	 
	4.1	 	Section 14 of the Core Plan shall apply mutatis mutandis to this International Plan.
	 
	4.2	 	After making any amendment to this International Plan under rule 4.1, the Board shall
notify any Participant affected thereby in writing as soon as reasonably practicable.
	 
	4.3	 	In accordance with the Board’s powers under section 5 of the Core Plan, the Board shall
if it deems necessary delegate authority to any one or more of the officers of the Company to
be responsible for the administration of the International Plan.