exv10w1



 






Exhibit 10.1




BUSINESS OBJECTS S.A.




2001 STOCK INCENTIVE PLAN




Adopted on February 6, 2001 and amended on August 26, 2003, on December 11, 2003, on June 10,

2004, on August 20, 2004, on August 12, 2005 and on
October 20, 2005




UNOFFICIAL TRANSLATION INTO ENGLISH FOR CONVENIENCE PURPOSES




     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 right by exercise to subscribe newly-issued shares of the Company or purchase existing
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.



     Minor amendments to the Plan were made in connection with the adoption of the Subsidiary Stock
Incentive Sub-Plan which were approved by the shareholders of the Company on June 10, 2004,
including renaming the Plan as the “2001 Stock Incentive Plan.”



     The terms and conditions of the Plan are set out below.



1. PURPOSES OF THE PLAN




     The purposes of this 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.



     (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
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:



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          (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, subject to the terms and conditions of the Plan. The Notice of Grant is
part of the Option Agreement.



     (k) “Beneficiary” means the Chairman of the Board (Président du Conseil d’administration), the
Managing director (Directeur général), the Deputy managing directors (Directeurs Généraux
Délégués), 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 any option granted only to U.S. Beneficiaries that intends
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.



     (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 an Affiliated Company, which is not
incorporated under laws of France, 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 Incentive 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 related to the Company in accordance with the
provisions set forth in L 225-180 of the Law. As a reminder, as of the day of the adoption of the
Plan:




	 	-	 	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
	 
	 	-	 	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.



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     (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 Eurolist by Euronext
TM or on such other Regulated Market on which the Shares are traded, on the last market
trading day prior to the day of grant, as reported by Euronext Paris S.A., or such other source as
the Administrator deems reliable. For the purpose of calculation under Section 5.1 of the Plan,
Fair Market Value shall be also the closing price (as determined here above) for a share subject to
an Incentive Stock Option;



     (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 (“marché règlementé”) under Article L. 421-1 of the
French Monetary and Financial Code.



     (ee) “Election” shall mean agreement regarding the United Kingdom National Insurance
Liability.



     (ff) “Notification Date” shall mean the date at which the Company notifies to the Optionees
through its local representative the Option Agreement and, as the case may be, its exhibits,
Election, acceptance form, information form and any other exhibit or form attached to the Option
Agreement.



3. STOCK SUBJECT TO THE PLAN AND THE SUBSIDIARY STOCK INCENTIVE SUB-PLAN




     3.1. Stocks 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 8,087,729
Shares of € 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 which may be subscribed for or
purchased upon the exercise of Options, within the limit of the lowest of the following amounts:
(i) 6,500,000 Shares with a nominal value of €0.10 each, (ii) the number of Shares corresponding to
5% of the total number 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, the unsubscribed or
unpurchased Share which was subject thereto shall, unless the Plan shall have been terminated,
become available for future grant under the Plan.



     The pool of share mentioned above shall not be used for the purposed and under the Subsidiary
Stock Incentive Sub-Plan.



     3.2. Stocks subject to the Subsidiary Stock Incentive Sub-Plan. The maximum aggregate number
of Shares reserved under the Plan is 2,500,000 Shares of € 0.10 nominal value each. These Shares
in form or American Depositary Shares are held by the Business Objects Employee Benefits Sub-Plan
Trust.



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:




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	 	-	 	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, if any;
	 
	 	-	 	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 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 stock options sub-plans established for
the purpose of qualifying for preferred tax treatment under foreign tax laws;
	 
	 	-	 	to modify or amend the conditions and terms of 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 or
conversion into bearer form 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 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.




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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.



               (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, in this sole position, 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 for the purpose of certain local laws. It shall continue in effect
until February 11, 2007 unless terminated earlier under Section 13 of the Plan.



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 Affiliated Company or Beneficiaries who are
otherwise residents of the United Kingdom or who are subject to the laws of the United Kingdom and
Options granted to Beneficiaries of the Ireland Affiliated Company or Beneficiaries who are
otherwise residents of Ireland or who are subject to the laws of Ireland shall have a term of seven
(7) years less one (1) 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 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.



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               (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.




The exercise price shall be not be less than 80% of the average of the first quoted prices of the
Share on Eurolist by Euronext TM over 20 trading days immediately preceding the date of
grant.


8.1.2 When an Option entitles the holder to purchase shares previously repurchased by the
Company, the exercise price may neither be less than 80% of the average purchase price paid for all
Shares or ADRs previously repurchased by the Company, nor than 80% of the average of the first
quoted prices of the Share on Eurolist by Euronext TM over 20 trading days immediately
preceding the date of grant.


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 Euros corresponding to the exercise price which may be paid namely
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;
	 
	 	-	 	proceeds from the resale of shares in case of cash-less exercise; 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,



               (i) subject to the signature by the Optionee of his/her Option Agreement and, as the case may
be, its exhibits, Election, acceptance form, information form and any other exhibit or form
attached to the Option Agreement on or before the 90th day from the Notification Date.




	 	(ii)	 	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.



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     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 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, convert into bearer form, 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.



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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 such as:





	 	-	 	issuance of shares to be subscribed for in cash offered exclusively to the
shareholders,
	 
	 	-	 	capitalization of reserves, profits, issuance premiums and 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
	 
	 	-	 	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. The possibility to exercise Options will
be notified by the Administrator to the Beneficiary. Such notification shall provide the
Beneficiary with information regarding the dissolution or liquidation process.



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 granted by the
successor corporation or an affiliated company of the successor corporation. The Administrator
may, in lieu of such assumption or new grant, 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 new grant 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 Participant receives, with respect
to each Option, 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 options or rights
granted with respect to 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 within the
limits set forth by the applicable laws and regulations.




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11.4 Shares subject to the Subsidiary Stock Incentive Sub-Plan. The article 11.1 is not
applicable to the shares mentioned in article 3.2 of this Plan, for which provisions of the
Non-French Subsidiaries Stock Incentive Sub-Plan shall be applicable.




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. A Notice of Grant shall be provided to each Optionee
within a reasonable time after the date of such grant.



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. For the purpose of certain local laws, 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 or suspension 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. In addition, the termination of the Plan will only have consequences in the future, and
will have no impact on the outstanding Options granted under the Plan.




14. CONDITIONS UPON ISSUANCE OF SHARES



14.1 Legal Compliance. Shares shall not be issued pursuant to the exercise of Options
unless the exercise of such Options 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 Share is being subscribed only for investment and without any present
intention to sell or distribute such Share 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. INFORMATION OF THE OPTIONEE OF THE GRANT OF THE OPTIONS




     The Company informs the Optionee 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 Optionee
reviews all the



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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 Optionee within a reasonable time limit of any
modifications of the conditions of the Options granted under the present Plan.



17. 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, or the court otherwise competent, shall have
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.



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BUSINESS OBJECTS S.A.

2001 STOCK INCENTIVE PLAN

EXHIBIT A




BUSINESS OBJECTS S.A.

2001 STOCK OPTION GRANT AGREEMENT

Part I

NOTICE OF STOCK OPTION GRANT




Name:




Address:



You have been granted options to subscribe for Shares of the Company, subject to the terms
and conditions of the 2001 Stock Incentive Plan, as amended (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:
	 
	 	 
	 

	 	Total Number of Options Granted:
	 
	 	 
	 

	 	Exercise Price per Option:
	 
	 	 
	 

	 	Total Exercise Price:
	 
	 	 
	 

	 	Term/Expiration Date:






     Type of Option (for US Beneficiaries only): These Options are intended to be
Incentive Stock Options (“ISOs”). 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 ISOs 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: These Options 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: These Options 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, these Options may be exercised for such longer
period as provided in the Plan. Save as provided in the Plan, in no event shall these Options 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 these Options are granted under and governed by the terms and conditions of the Plan and
this Option Agreement. Moreover, by signing this document you acknowledge receipt of the rules of
the Plan and of this Option Agreement, you represent that 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 your 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





1









 









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 has been adopted in the French language.
As a result, only the French version shall prevail. The translation in English is provided for
information purposes only.



	 	 	 
	OPTIONEE:

	 	FOR BUSINESS OBJECTS S.A.
	 

	 	 





2









 






BUSINESS OBJECTS S.A.

2001 STOCK OPTION GRANT AGREEMENT

Part II

TERMS AND CONDITION




     1. Grant of Options. 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”),
number of options (“Options”) as set forth in the Notice of Grant each giving right by exercise to
subscribe one Share, at the exercise price per Option set forth in the Notice of Grant (the
“Exercise Price”), subject to the terms and conditions of the 2001 Stock Incentive Plan, which is
incorporated herein by reference. Subject to Section 13.3 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 ISO, this Option is intended to qualify as an ISO under
Section 422 of the Code. However, if this Option is intended to be an ISO, 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 Options



     (a) Right to Exercise. These Options are exercisable subject to the signature by the
Optionee of his/her Option Agreement and, as the case may be, its exhibits, Election, acceptance
form, information form and any other exhibit or form attached to the Option Agreement on or before
the 90th date from the Notification Date. These Options are exercisable during the 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 Options is governed by the
applicable provisions of the Plan and this Option Agreement.



     (b) Method of Exercise. These Options are 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 number of Options
indicated in such Exercise Notice (the “Exercised Options”), 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 Options. These Options 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 these Options 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 Shares acquired by exercise of Options shall be considered transferred to the Optionee
on the date Options are exercised with respect to such Shares.



3









 





     3. Method of Payment. Payment of the aggregate Exercise Price shall be by any of the
following method, 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; (iv)
proceeds from the resale of shares in case of cash-less exercise, or (v) any combination of the
foregoing methods of payment.



     In accordance with Article 4.2.4 of the Company French Savings Plan, the beneficiary may use
holdings under the Company Savings Plan for the exercise of the Options. In such case, the
obtained shares are contributed to the Company Savings Plan and are subject to a five-year lock-up
period.



     4. Non-Transferability of Options. These Options 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 Options. Except as provided in the Plan, these Options 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 these Options
shall terminate and shall there upon become null and void.



     7. Entire Agreement; Governing Law. The Plan is 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
jurisdiction of the Tribunal de Grande Instance of Nanterre or the court otherwise competent.



4









 





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