exv10w66



 






Exhibit 10.66




BUSINESS OBJECTS S.A.




2001 STOCK INCENTIVE PLAN




SUBSIDIARY STOCK INCENTIVE SUB-PLAN




RESTRICTED STOCK UNIT AGREEMENT




     1.     Grant. The Trust hereby grants to the Employee an award of Restricted Stock Units
(“RSUs”), as set forth in the Notice of Grant of Restricted Stock Units and subject to the terms
and conditions in this Agreement and the Subsidiary Stock Incentive Sub-Plan under the 2001 Stock
Incentive Plan (the “Sub-Plan”). Unless otherwise defined herein, the terms defined in
the Sub-Plan shall have the same defined meanings in this Restricted Stock Unit Agreement.



     2.     Company’s Obligation. Each RSU represents the right to receive one Company ADS on
the vesting date. Unless and until the RSUs vest, the Employee will have no right to receive ADSs
under such RSUs. Prior to actual distribution of ADSs pursuant to any vested RSUs, such RSUs will
represent an unsecured obligation of the Trust, payable (if at all) only from the general assets of
the Trust.



     3.     Vesting Schedule. Subject to paragraph 4, the RSUs awarded by this Agreement will
vest in the Employee according to the vesting schedule specified in the Notice of Grant.



     4.     Forfeiture upon Termination as Service Provider. Notwithstanding any contrary
provision of this Agreement or the Notice of Grant, if the Employee terminates his or her
Continuous Status as a Beneficiary for any or no reason prior to vesting, the unvested RSUs awarded
by this Agreement will thereupon be forfeited at no cost to the Trust.



     5.     Payment after Vesting. Any RSUs that vest in accordance with paragraph 3 will be
paid to the Employee (or in the event of the Employee’s death, to his or her estate) in ADSs,
provided that to the extent determined appropriate by the Trustee, any federal, state and local
withholding taxes with respect to such RSUs will be paid by reducing the number of vested RSUs
actually paid to the Employee.



     6.     Payments after Death. Any distribution or delivery to be made to the Employee
under this Agreement will, if the Employee is then deceased, be made to the administrator or
executor of the Employee’s estate. Any such administrator or executor must furnish the Trustee
with (a) written notice of his or her status as transferee, and (b) evidence satisfactory to the
Trustee to establish the validity of the transfer and compliance with any laws or regulations
pertaining to said transfer.



     7.     Rights as Stockholder. Neither the Employee nor any person claiming under or
through the Employee will have any of the rights or privileges of a stockholder of the Company in



 









 




respect of any ADSs deliverable hereunder unless and until certificates representing such ADSs
will have been issued, recorded on the records of the Company or its transfer agents or registrars,
and delivered to the Employee or Employee’s broker.




     8.     No Effect on Employment. The Employee’s employment with the Company and its
Subsidiaries is on an at-will basis only. Accordingly, the terms of the Employee’s employment with
the Company and its Subsidiaries will be determined from time to time by the Company or the
Subsidiary employing the Employee (as the case may be), and the Company or the Subsidiary will have
the right, which is hereby expressly reserved, to terminate or change the terms of the employment
of the Employee at any time for any reason whatsoever, with or without good cause or notice.



     9.     Address for Notices. Any notice to be given to the Trustee under the terms of this
Agreement will be addressed to the Trustee at [Insert Address and Attn:], or at such other address
as the Trustee may hereafter designate in writing or electronically.



     10.     Grant is Not Transferable. Except to the limited extent provided in paragraph 6,
this grant and the rights and privileges conferred hereby will not be transferred, assigned,
pledged or hypothecated in any way (whether by operation of law or otherwise) and will not be
subject to sale under execution, attachment or similar process. Upon any attempt to transfer,
assign, pledge, hypothecate or otherwise dispose of this grant, or any right or privilege conferred
hereby, or upon any attempted sale under any execution, attachment or similar process, this grant
and the rights and privileges conferred hereby immediately will become null and void.



     11.     Binding Agreement. Subject to the limitation on the transferability of this grant
contained herein, this Agreement will be binding upon and inure to the benefit of the heirs,
legatees, legal representatives, successors and assigns of the parties hereto.



     12.     Additional Conditions to Issuance of Stock. If at any time the Trustee will
determine, in its discretion, that the listing, registration or qualification of the ADSs upon any
securities exchange or under any state or federal law, or the consent or approval of any
governmental regulatory authority is necessary or desirable as a condition to the issuance of ADSs
to the Employee (or his or her estate), such issuance will not occur unless and until such listing,
registration, qualification, consent or approval will have been effected or obtained free of any
conditions not acceptable to the Trustee.



     13.     Sub-Plan Governs. This Agreement and the Notice of Grant are subject to all terms
and provisions of the Sub-Plan. In the event of a conflict between one or more provisions of this
Agreement or the Notice of Grant and one or more provisions of the Sub-Plan, the provisions of the
Sub-Plan will govern.



     14.     Subsidiary Administrator Authority. The Subsidiary Administrator will have the
power to interpret the Sub-Plan and this Agreement and to adopt such rules for the administration,
interpretation and application of the Sub-Plan as are consistent therewith and to interpret or
revoke any such rules (including, but not limited to, the determination of whether or not any RSUs
have vested). All actions taken and all interpretations and determinations made by the Subsidiary



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Administrator in good faith will be final and binding upon Employee, the Trustee, the Company
and all other interested persons. No member of the Subsidiary Administrator will be personally
liable for any action, determination or interpretation made in good faith with respect to the
Sub-Plan or this Agreement.




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BUSINESS OBJECTS S.A.




2001 STOCK INCENTIVE PLAN

SUBSIDIARY STOCK INCENTIVE SUB-PLAN




NOTICE OF GRANT OF RESTRICTED STOCK UNITS



Unless otherwise defined herein, the terms defined in the Sub-Plan shall have the same defined
meanings in this Notice of Grant.




     Name: ___________________________


You have been granted ___Restricted Stock Units. Each such Unit is equivalent to one ADS of
the Company. None of the Restricted Stock Units will be issued (nor will you have the rights of a
shareholder with respect to the underlying shares) until the vesting conditions described below are
satisfied. Additional terms of this grant are as follows:




	 	 	 
	Date of Grant

	 	          __________________, 2005
	 
	Expiration Date:

	 	[60 days later than grant date]_________, 2005
	 
	Vesting Schedule:

	 	          [Insert Vesting Schedule]





You acknowledge and agree that this agreement and the vesting schedule set forth herein do not
constitute an express or implied promise of continued engagement as an employee for the vesting
period, for any period, or at all, and shall not interfere with your right or the Company’s right
to terminate your relationship as an employee at any time, with or without cause.



You hereby agree to accept as binding, conclusive and final all decisions or interpretations of the
Subsidiary Administrator upon any questions relating to the Sub-Plan and this Award.



By your signature and the signature of the Trustee’s representative below prior to the Expiration
Date, you and the Trustee agree that this Notice of Grant, the form of Restricted Stock Unit
Agreement attached as Exhibit A hereto and the Subsidiary Stock Incentive Sub-Plan under the 2001
Stock Incentive Plan constitute your entire agreement with respect to this Award and may not be
modified adversely to your interest except by means of a writing signed by the Trustee and you.







	 	 	 
	GRANTEE:
	 	SUB-PLAN TRUST:
	 
	 
	 
	 	 
	Signature
	 	By
	 
	 
	 
	 	 
	Print Name
	 	Trustee







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