exv10w25w3



 




EXHIBIT
10.25.3





BUSINESS OBJECTS S.A.




2001 STOCK INCENTIVE PLAN




SUBSIDIARY STOCK INCENTIVE SUB-PLAN




Amended and Restated Effective as of October 19, 2005




          At the 2004 annual shareholders’ meeting, the shareholders of the Company approved the
adoption of this Subsidiary Stock Incentive Sub-Plan as a sub-plan under the Company’s 2001 Stock
Incentive Plan. The Subsidiary Stock Incentive Sub-Plan provides for the grant by the Trustee to
Subsidiary Beneficiaries of Restricted Stock or Performance Shares (both as defined below) at the
direction of the Subsidiary Administrator.




          The terms and conditions of the Subsidiary Stock Incentive Sub-Plan are set out below.



1.       PURPOSES OF THE SUB-PLAN




          The purposes of this Sub-Plan are to enable the Subsidiaries to attract and retain the best
available personnel for positions of substantial responsibility, to provide additional incentive to
Subsidiary Beneficiaries and to promote the success of the Company’s worldwide business.



2.       DEFINITIONS




          Initially capitalized terms shall have the meanings set forth in Section 2 of the Parent Plan.
In addition, the following definitions shall apply when used in this Sub-Plan:




          (a)           “Award” means, individually or collectively, a grant under the Sub-Plan of Restricted
Stock, or Performance Shares.




          (b)          
“Award Agreement” means the written agreement setting forth the terms and provisions
applicable to each Award granted under the Sub-Plan. The Award Agreement is subject to the terms
and conditions of the Sub-Plan and the Parent Plan.




          (c)           “Awarded Stock” means the shares subject to an Award.




          (d)           “Parent Plan” means the 2001 Stock Incentive Plan, as amended from time to time.




          (e)           “Performance Share” means a performance share Award granted to a Subsidiary Beneficiary
pursuant to Section 8.




          (f)           “Restricted Stock” means shares granted pursuant to Section 7 of the Sub-Plan.




          (g)           “Shareholders’ Authorizations” means the approval in 2004 of the Company’s shareholders
regarding (i) the adoption of this Sub-Plan and (ii) the issuance of new Shares, the subscription
of which will be reserved for the related Trust.




          (h)           “Sub-Plan” means this Subsidiary Stock Incentive Sub-Plan authorized under the Parent
Plan.




 









 








               (i)           “Sub-Plan Trust” or “Trust” means the Business Objects Employee Benefit Sub-Plan Trust
from which Awards may be issued to Subsidiary Beneficiaries pursuant to this Sub-Plan.




               (j)           “Subsidiary” means a “subsidiary corporation”, whether now or hereafter existing, as
defined in Section 424(f) of the Code. A Subsidiary shall not include a company incorporated under
the laws of France.




               (k)           “Subsidiary Administrator” means the Board of Directors of each Subsidiary which shall
administer this Sub-Plan with respect to Subsidiary Beneficiaries of that Subsidiary, or a
designated committee which shall administer this Sub-Plan with respect to Subsidiary Beneficiaries
of all Subsidiaries, in accordance with Section 4 of this Sub-Plan.




               (l)           “Subsidiary Beneficiary” means any person employed by a Subsidiary. Neither service as a
Subsidiary Director nor payment of a director’s fee by the Subsidiary shall be sufficient to
constitute “employment” by the Subsidiary.




               (m)           “Subsidiary Board” means the board of directors of a Subsidiary.




               (n)           “Subsidiary Director” means a member of the board of directors of a Subsidiary.




               (o)           “Trustee” means the trustee of the Sub-Plan Trust.



3.           
STOCK SUBJECT TO THE SUB-PLAN



3.1          New Shares. Pursuant to the Shareholders’ Authorizations approving the Sub-Plan and authorizing
the Board to issue new Shares on one or more occasions to be subscribed by the Sub-Plan Trust for
the purpose of granting Awards under the Sub-Plan, the maximum number of new Shares (aggregated
with any repurchased Shares pursuant to Section 3.2 hereof) authorized by the shareholders to be
subscribed by the Sub-Plan Trust is 2,500,000 Shares, provided that, in no event may the number of
Shares issuable under the Parent Plan and the number of Shares subscribed by the Sub-Plan Trust
exceed the total number of Shares authorized to be issued under the Parent Plan (including as
authorized the future automatic annual increases provided for in Section 3.1 of the Parent Plan)
prior to the adoption of the Shareholders Authorizations. Pursuant to the Shareholders’
Authorizations, the Share issuance price to the Sub-Plan Trust shall be decided by the Board or its
Chairman and shall be equal to at least 85% of the closing price in euros per Share on the last
trading day preceding the decision of issuance of the new Shares by the Board or its Chairman, as
quoted on the Eurolist by Euronext TM on or such other Regulated Market on which the
Shares are traded, as such prices are reported by Euronext Paris S.A. or such other source as the
Board deems reliable.




               If an Award is forfeited to or repurchased by the Trust, the forfeited or repurchased shares
which were subject thereto shall either (i) become available for future grant or sale under the
Sub-Plan to Subsidiary Beneficiaries of the same Subsidiary (unless the Sub-Plan has terminated),
or (ii) at the direction of the Subsidiary Administrator, sold on a stock exchange with the
proceeds paid to the Subsidiary.



3.2         Repurchased Shares. Pursuant to the shareholders’ authorizations approving the share repurchase
program of the Company and authorizing the Board to allocate repurchased Shares to




 









 







the Sub-Plan Trust for the purpose of granting Awards under the Sub-Plan, within the terms,
conditions and limits of the share repurchase program and applicable laws, the Board may allocate
repurchased Shares to be acquired by the Trust instead of the issuance and subscription of new
Shares mentioned in section 3.1, subject to the overall maximum of 2,500,000 shares in the
aggregate and provided that, in no event may the number of Shares issuable under the Parent Plan
and the number of Shares subscribed and acquired by the Sub-Plan Trust exceed the total number of
Shares authorized to be issued under the Parent Plan (including as authorized the future automatic
annual increases provided for in Section 3.1 of the Parent Plan) prior to the adoption of the
Shareholders Authorizations.



3.3         Conversion into ADS. Shares shall be converted into Company ADSs after they have been
subscribed by and issued to the Trust. Awards issued under the Sub-Plan shall cover such Company
ADSs (and may be referred to as “shares” herein).



4.           ADMINISTRATION OF THE SUB-PLAN



4.1         Procedure. The Sub-Plan shall be administered by the Trustee. With respect to such
administration, the Trustee shall follow the directions of the Subsidiary Administrator.



4.2         Powers of the Subsidiary Administrator. Subject to the provisions of the Sub-Plan, U.S.
Applicable Laws and other applicable laws, the Subsidiary Administrator shall have the authority,
in their discretion, to instruct and direct the Trustee with respect to the following actions:




	 	 	 
	-

	 	to select the Subsidiary Beneficiaries to whom Awards may be granted hereunder;
	-

	 	to determine whether and to what extent Awards are granted hereunder;
	-

	 	to determine the number of shares to be covered by each Award granted hereunder;

	-

	 	to approve forms of agreement for use under the Sub-Plan;
	-

	 	to determine the terms and conditions, not inconsistent with the terms and
conditions of the Sub-Plan, of any Awards granted hereunder. Such terms and
conditions include, but are not limited to, the purchase price (if any), vesting
schedules (which may be performance based), any vesting acceleration or waiver of
forfeiture restrictions, and any restriction or limitation regarding any Award or the
shares relating thereto, based in each case on such factors as the Subsidiary
Administrator, in their sole discretion, shall determine;
	-

	 	to determine whether and to what extent shares subject to an Award shall be
distributed at a specific time after vesting;
	-

	 	to construe and interpret the terms of the Sub-Plan and Awards granted pursuant to
the Sub-Plan;
	-

	 	to prescribe, amend and rescind rules and regulations relating to the Sub-Plan,
including rules and regulations relating to sub-plans established for the purpose of
qualifying for preferred tax treatment under applicable tax laws;
	-

	 	to modify or amend each Award (subject to Section 15.3 of the Sub-Plan);
	-

	 	to authorize the Trustee to execute on behalf of the Subsidiary any instrument
required to effect the grant of an Award previously decided by the Subsidiary
Administrator;






 









 








	 	 	 
	-

	 	to determine the terms and restrictions applicable to Awards, including without
limitation the sale of Shares acquired pursuant to an Award during certain periods or
upon certain events which the Subsidiary Administrator shall determine in its sole
discretion; and
	-

	 	to make all other determinations deemed necessary or advisable for administering
the Sub-Plan.





4.3         Effect of Subsidiary Administrator’s Decision; Effect of Trustee’s Decision. The Subsidiary
Administrator’s decisions, determinations and interpretations shall be final and binding on the
Trustee, subject to the provisions of Section 15.3 of the Sub-Plan. The Trustee’s decisions,
determinations and interpretations in accordance with the Subsidiary Administrator’s directions
shall be final and binding on all Subsidiary Beneficiaries.



5.           LIMITATION



5.1 Neither the Sub-Plan nor any Award shall confer upon a Subsidiary Beneficiary any right with
respect to continuing the Subsidiary Beneficiary’s employment with the Subsidiary, the Company or
any Affiliated Company, nor shall they interfere in any way with the Subsidiary or the Subsidiary
Beneficiary’s right, as the case may be, to terminate such employment at any time, with or without
cause.



6.           TERM OF SUB-PLAN



6.1         The amended Sub-Plan is effective and Awards may be granted as of the date of the Sub-Plan’s
approval by the Company’s shareholders in 2004. It shall continue in effect so long as the Parent
Plan remains in effect, unless terminated earlier.



7.           RESTRICTED STOCK.



7.1         Grant of Restricted Stock. Subject to the terms and conditions of the Sub-Plan, Restricted
Stock may be granted by the Trustee to Subsidiary Beneficiaries at any time as shall be determined
by the Subsidiary Administrator, in its sole discretion and as thereafter communicated to the
Trustee. The Subsidiary Administrator shall have complete discretion to determine and instruct the
Trustee as to (i) the number of shares subject to a Restricted Stock award granted to any
Subsidiary Beneficiary, and (ii) the conditions that must be satisfied, which typically will
include the signature by the Beneficiary of his/her Restricted Stock Award Agreement within 90 days
from receipt by the Beneficiary of notification from the Subsidiary Human Resources manager of the
Restricted Stock Awards Agreement and principally or solely on continued provision of services, but
may include a performance-based component, upon which is conditioned the grant or vesting of
Restricted Stock. Restricted Stock shall be granted by the Trustee in the form of units to acquire
shares from the Trust. Each such unit shall be the equivalent of one share for purposes of
determining the number of shares subject to an Award. Until the shares vest and are distributed
from the Trust, the Trust shall hold the shares subject to an Award.



7.2         Other Terms. The Subsidiary Administrator, subject to the provisions of the Sub-Plan, shall
have complete discretion to determine the terms and conditions of Restricted Stock granted by




 









 







the Trustee pursuant to the Sub-Plan. Restricted Stock grants shall be subject to the terms,
conditions, and restrictions determined by the Subsidiary Administrator and communicated to the
Trustee at the time the Restricted Stock is awarded. The Subsidiary Administrator and hence the
Trustee may require the recipient to sign a Restricted Stock Award agreement as a condition of the
Award. Any certificates representing the shares of stock awarded shall bear such legends as shall
be determined by the Subsidiary Administrator and communicated to the Trustee.



7.3         Restricted Stock Award Agreement. Each Restricted Stock grant shall be evidenced by an
agreement that shall specify the purchase price (if any) and such other terms and conditions as the
Subsidiary Administrator, in its sole discretion, shall determine and communicate to the Trustee;
provided; however, that if the Restricted Stock grant has a purchase price, such purchase price
must be paid no more than ten (10) years following the date of grant.



8.           PERFORMANCE SHARES.



8.1         Grant of Performance Shares. Subject to the terms and conditions of the Sub-Plan, Performance
Shares may be granted by the Trustee to Subsidiary Beneficiaries at any time as shall be determined
by the Subsidiary Administrator, in its sole discretion and as thereafter communicated to the
Trustee. The Subsidiary Administrator shall have complete discretion to determine and instruct the
Trustee as to (i) the number of shares subject to a Performance Share award granted to any
Subsidiary Beneficiary, and (ii) the conditions that must be satisfied, which typically will
include the signature by the Beneficiary of his/her Restricted Stock Award Agreement within 90 days
from receipt by the Beneficiary of notification from the Subsidiary Human Resources manager of the
Performance Shares Awards Agreement and principally or solely on achievement of performance
milestones but may include a service-based component, upon which is conditioned the grant or
vesting of Performance Shares. Performance Shares shall be granted by the Trustee in the form of
units to acquire shares from the Trust. Each such unit shall be the equivalent of one share for
purposes of determining the number of shares subject to an Award. Until the shares vest and are
distributed from the Trust, the Trust shall hold the shares subject to an Award.



8.2         Other Terms. The Subsidiary Administrator, subject to the provisions of the Sub-Plan, shall
have complete discretion to determine the terms and conditions of Performance Shares granted by the
Trustee pursuant to the Sub-Plan. Performance Shares grants shall be subject to the terms,
conditions, and restrictions determined by the Subsidiary Administrator and communicated to the
Trustee at the time the Performance Shares are awarded which may include such performance-based
milestones as are determined appropriate by the Subsidiary Administrator. The Subsidiary
Administrator and hence the Trustee may require the recipient to sign a Performance Shares Award
agreement as a condition of the Award. Any certificates representing the shares of stock awarded
shall bear such legends as shall be determined by the Subsidiary Administrator and communicated to
the Trustee.



8.3         Performance Share Award Agreement. Each Performance Share Award shall be evidenced by an
agreement that shall specify such other terms and conditions as the Subsidiary Administrator, in
its sole discretion, shall determine and communicate to the Trustee.




 









 






9.            NON-TRANSFERABILITY OF AWARDS




               An Award 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 Subsidiary Beneficiary, only by the Subsidiary Beneficiary.




10.          LEAVES OF ABSENCE.




               Unless the Subsidiary Administrator and Trustee provides otherwise or as otherwise required by
Applicable U.S. Laws or other applicable laws, vesting of Awards granted hereunder shall cease
commencing on the ninety-first day of any unpaid leave of absence and shall only recommence upon
return to active service.




11.          VOTING RIGHTS.




               The Trustee shall abstain from voting shares held in the Trust.




12.          DIVIDENDS AND TAX CREDITS.




               Any dividends or tax credits applicable to Shares underlying Awards that are held in the Trust
shall be distributed or forfeited at the same time as the underlying shares according to their
vesting or distribution schedule.



13.          ADJUSTMENTS UPON CHANGES IN CAPITALIZATION, DISSOLUTION, MERGER OR ASSET SALE



13.1        Changes in capitalization. In the event of the carrying out by the Company of any of the
following financial operations:




	 	 	 
	-

	 	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 (other than pursuant to this Sub-Plan or similar awards),
	-

	 	issuance of bonds convertible or exchangeable into shares offered
exclusively to shareholders,
	-

	 	distribution of reserves in cash or portfolio securities,
	-

	 	capital reduction motivated by losses, and
	-

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





the Company and the Subsidiary Administrator shall effect an adjustment of the number and the price
of the shares (if any) subject to Awards as to be appropriate and equitable or such other
adjustment as may be determined to prevent diminution or enlargement of the Subsidiary
Beneficiary’s rights hereunder. The Company shall issue to the Trust the number of Shares to carry
out such adjustments within the limits defined by the Shareholder’s Authorizations.




 









 








                 The number of Shares which have been authorized for issuance under the Sub-Plan as to which no
Awards have yet been granted or which have been returned to the Sub-Plan upon cancellation or
expiration of an Award 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.



13.2         Dissolution or Liquidation. In the event of the proposed dissolution or liquidation of the
Company, the Trustee shall notify each Subsidiary Beneficiary as soon as practicable prior to the
effective date of such proposed transaction. The Subsidiary Administrator in its discretion may
direct the Trustee that any Trust repurchase option or forfeiture rights applicable to any Award
shall lapse 100%, and that the vesting of any Award shall accelerate 100%, provided the proposed
dissolution or liquidation takes place at the time and in the manner contemplated. To the extent
it has not been previously vested, an Award will terminate immediately prior to the consummation of
such proposed action.



13.3         Change in Control — Restricted Stock and Performance Shares. In the event of a Change in
Control of the Company, each outstanding Restricted Stock and Performance Share award shall be
assumed or an equivalent Restricted Stock or Performance Share award substituted by the successor
corporation or a Parent or Subsidiary of the successor corporation (or a trust thereof). In the
event that the successor corporation refuses to assume or substitute for the Restricted Stock or
Performance Share award, the Subsidiary Beneficiary shall fully vest in the Restricted Stock or
Performance Share award including as to shares which would not otherwise be vested. For the
purposes of this paragraph, a Restricted Stock or Performance Share award shall be considered
assumed if, following the Change of Control, the award confers the right to purchase or receive,
for each share subject to the Award 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 for each Share 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 ordinary
shares of the successor corporation, or its Parent, the Subsidiary Administrator and Trustee may,
with the consent of the successor corporation, provide for the consideration to be received, for
each share and each unit to acquire a share subject to the Award, to be solely ordinary shares of
the successor corporation or its Parent equal in fair market value to the per share consideration
received by holders of shares in the Change in Control.



14.            DATE OF GRANT




                 The date of grant of an Award shall be, for all purposes, the date on which the Trustee makes
the determination granting such Award. Notice of the determination shall be provided to each
Subsidiary Beneficiary within a reasonable time after the date of such grant.



15.            AMENDMENT AND TERMINATION OF THE PLAN



15.1          Amendment and Termination. The Subsidiary Administrator may at any time amend, alter, suspend
or terminate the Sub-Plan.




 









 







15.2           Shareholder Approval. The Company shall obtain shareholder approval of any Sub-Plan amendment
to the extent necessary and desirable to comply with applicable laws, rules or regulations,
including the requirements of any exchange or quotation system on which the Shares or ADRs are
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 laws, rules or regulations.



15.3           Effect of Amendment or Termination. No amendment, alteration, suspension or termination of
the Sub-Plan shall impair the rights of any Subsidiary Beneficiary, unless mutually agreed
otherwise between the Subsidiary Beneficiary and the Subsidiary Administrator, which agreement must
be in writing and signed by the Subsidiary Beneficiary and the Subsidiary Administrator.



16.             CONDITIONS UPON ISSUANCE OF SHARES



16.1           Legal Compliance. Shares shall not be distributed from the Trust pursuant to an Award unless
the 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.



16.2           Investment Representations. As a condition to the grant or vesting of an Award or the Awarded
shares, the Subsidiary Beneficiary may be required to represent and warrant that the shares are
being purchased only for investment and without any present intention to sell or distribute such
shares if the Trustee and Subsidiary Administrator decide that such a representation is required.



17.             LIABILITY OF COMPANY AND SUBSIDIARY




                  The inability of the Trust to obtain authority from any regulatory body having jurisdiction,
which authority is deemed by the Subsidiary Administrator to be necessary to the lawful
distribution of any Shares hereunder, shall relieve the Company and the Subsidiary of any liability
in respect of the Trust’s failure to distribute such Shares as to which such requisite authority
shall not have been obtained.



18.             LAW AND JURISDICTION AND LANGUAGE




                  This Sub-Plan shall be governed by and construed in accordance with the laws of the nation in
which the Subsidiary directing the Trustee to grant an Award has its principal place of business.
This Sub-Plan has been drafted and approved in the English language.