exv4w2



 





Exhibit 4.2



BUSINESS OBJECTS S.A.




STOCK SUBSCRIPTION WARRANTS AGREEMENT



This Stock Subscription Warrants Agreement (the “Agreement”) is made by and
between Business Objects S.A. (“the Company”) and David Roux (the “Holder”).
For good and valuable consideration, the receipt and adequacy of which is
hereby acknowledged, the parties hereto agree as set forth below.






	1.	 	General




For value received, the Holder, or assigns as further defined hereunder, is
entitled to purchase from Business Objects S.A., a corporation organized under
the laws of the Republic of France, (hereinafter “the Company”), 15,000
Ordinary Shares of the Company, subject to adjustment in accordance with
section 4 hereof, (“the Warrant Shares”), at an exercise price (the “Warrant
Price”) of 26.95 euros per share, subject to adjustment in accordance with
section 4 hereof, and subject to the vesting provisions of section 2 hereof.
These 15,000 Warrant Shares (collectively “the Warrant”) evidence the
resolution approved by the Board of director of the Company at the meeting held
on January 27, 2004 at the registered office of Business Objects Corp. in
accordance to the authorization granted by the Shareholders of the Company at
the meeting held on December 11, 2003 at Coeur Défense, Amphithéâtre Hermès, La
Défense 4, 110 esplanade du Général de Gaulle, 92053 Paris La Défense.






	2.	 	Exercise period and vesting schedule





          (a)       To the extent it has then vested pursuant to Section 2(b) below, this
Warrant shall be exercisable in whole or in part by the Holder hereof, provided
however that upon termination of the Holder’s membership on the Board of
Directors of the Company, this Warrant shall remain exercisable for a period of
ninety days, and shall terminate on the 91st day thereafter.



          (b)       This Warrant may be exercised up to 5,000 shares on or after June 1,
2004, up to 5,000 shares on or after June 1, 2005, and up to the remaining
5,000 shares on or after June 1, 2006.



          (c)       This Warrant may be exercised in one or several lots, but at the
latest on the earlier of the two following dates : (i) January 27, 2009, or
(ii) in case of termination of the term of office as Director of the Company,
within 90 days following such termination date.





	3.	 	Exercise of Warrants.




 









 











The rights represented by this Warrant may be exercised by the Holder hereof,
in accordance with section 2 hereof, by (i) notification of exercise by
registered mail to the Company together with a share subscription form
(bulletin de souscription) in the form attached hereto, duly completed and
signed by the Holder and (ii) full payment of the Warrant Price for the shares
with respect to which the Warrant is exercised. The Warrant Price may be paid
exclusively in euros, in cash or by check or wire transfer. In the event of the
exercise of the rights represented by this Warrant, confirmations or
"attestations d’inscription en compte” shall be delivered to the Holder within
a reasonable time. The rights represented by this Warrant shall be deemed
exercised on the date on which the Company receives payment of the Warrant
Price and any applicable taxes (which shall be the sole responsibility of the
Holder, and not of the Company), irrespective of the date of delivery of the
notification of exercise.






	4.	 	Adjustment of Warrant Shares and Warrant Price.




The Warrant Shares and Warrant Price shall be subject to the following
adjustments:




          (a)       In the event that, while the Warrant has not been exercised in full,
the Company should proceed to any transaction mentioned in articles 171 et seq.
of Decree n°67-236 of March 23, 1967, the rights of the Holder shall be
preserved, by adjusting, in accordance with French Law, the number of shares to
be issued upon the exercise of Warrant so as to entitle the Holder thereof to
subscribe such number of shares that have the same aggregate value immediately
following such event as the shares that could have been subscribed for
immediately prior to such event.



          (b)       In the event of share capital reduction motivated by losses, the
rights of the Holder in respect of the number of shares to subscribe and
purchase upon exercise of this Warrant will be reduced accordingly, as if the
Holder had been shareholder as from the date of issue of the Warrant, and as if
the Warrant had been fully vested as of that date.





	5.	 	Non transferability of Warrant.





          (a)       Except as provided in sub-section (b) below, this Warrant and all
rights hereunder may not be sold, pledged, assigned, hypothecated, transferred,
or disposed of in any manner other than by will or laws of descent or
distribution and may be exercised, during the lifetime of the Holder, only by
the Holder.



          (b)       The transfer of this Warrant to the Holder’s Immediate Family shall be
exempt from the provisions of section 5(a), provided however that the
transferee agrees to be bound by and comply with the provisions of this
Warrant, and signs a consent in the form attached hereto. « Immediate Family »
as used herein shall mean the spouse, a direct descendant or ascendant, a
brother or a sister of the Holder.



          (c)       This certificate is not transferable by endorsement or any other means
and does not constitute evidence of ownership. If and when allowed, assignment
of all or part of this Warrant may only be completed by notifying the form of
assignment attached hereto, duly completed and signed by the Holder.



 









 







	6.	 	Merger.




In the event of merger of the Company, the Holder of the Warrant will be
notified and given the same information as if he were a shareholder in order to
exercise, if he wishes so, his subscription rights. Moreover, had he not
acquired his full rights, the Board of Directors may, in its sole discretion
and as an exception to section 2 hereof, decide to increase the number of
shares for which he will exercise his right, within the limit of the total
number of shares authorized hereunder.






	7.	 	Applicable law.




This Warrant and this Agreement are subject to the laws of the Republic of
France.



IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
02/16/04.



All signed copies of this Agreement shall be deemed originals.




	 	 	 	 	 
	/s/ Bernard Liautaud	 	/s/ David Roux
	
 	 	
 
	BUSINESS OBJECTS S.A.	 	David Roux
	By :

	 	Bernard Liautaud	 	 
	Chairman of the Board of Directors	 	 








 










 





FORM OF SUBSCRIPTION

[to be signed upon exercise of Warrant]




BUSINESS OBJECTS S.A.

Société anonyme

with a share capital of 9,490,369.70 euros

Registered office : 157-159 rue Anatole France

92300 Levallois-Perret

R.C.S. Nanterre B 379 821 994

__________________


 


The undersigned, Holder of __________________ Share Warrants in total, the
issue of which was authorized and approved by the Extraordinary Shareholders
Meeting of December 11, 2003, for a price of __________________euros per Warrant
Share, hereby elects to purchase thereunder, __________________Ordinary Shares
of 0.10 euro nominal value each of BUSINESS OBJECTS S.A., and herewith makes
payment of _____________________________________________________ euros.



The undersigned requests that the confirmation for such Ordinary Share be
issued in the name of and delivered to __________________ Whose address is __________________


 



Made on this __________ day of ______________, ____________



By David Roux



 


 



____________________________________________


Signature

[above signature, please handwrite “Valid for subscription of ______________________ shares.”]



 









 





FORM OF ASSIGNMENT

[to be signed upon transfer of Warrant]




     The undersigned hereby sells, assigns and/or transfers unto
___________________, who qualifies as an Immediate Family member in its
capacity as ______________, the rights represented by the within Warrant to
purchase _________________ Ordinary Shares of Business Objects S.A., to which the
within Warrant relates.



Made on this __________ day of ______________, ____________


 


Signature



Name



Address


 


Signed in the presence of: