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EXHIBIT 4.2    
    


 
 

CRYSTAL DECISIONS, INC.    
    
    1999 STOCK OPTION PLAN    
    
    as amended August 13, 2001    
    


        1.    Purposes of the Plan.    The purposes of this Stock Option Plan are to attract and retain the best available
personnel for positions of substantial responsibility, to provide additional incentive to Employees and Consultants of the Company and its Subsidiaries to perform future services and to promote the
success of the Company's business. Options granted under the Plan may be incentive stock options (as defined under Section 422 of the Code) or nonstatutory stock options, as determined by the
Administrator at the time of grant of an option and subject to the applicable provisions of Section 422 of the Code, as amended, and the regulations promulgated thereunder. 


        2.    Definitions.    As used herein, the following definitions shall apply: 



        (a)    "Administrator"    means the Board or any of its Committees appointed pursuant to Section 4 of the Plan. 


        (b)    "Affiliate"    means (i) any corporation in which the Company owns, directly or indirectly, ten percent
or more of the voting stock, or any partnership, limited liability company or other entity in which the Company ownership interest represents, directly or indirectly, ten percent or more of the total
ownership interests in such partnership, limited liability company, or entity; (ii) any corporation which owns, directly or indirectly, ten percent or more of the voting stock of the Company,
or any partnership, limited liability company or other entity which owns, directly or indirectly, ten percent or
more of the voting stock of the Company; or (iii) any corporation or any other entity (including, but not limited to, partnerships, joint ventures and limited liability companies) that the
Administrator, in its sole discretion, determines to be controlling, controlled by, or under common control with the Corporation. 


        (c)    "Board"    means the Board of Directors of the Company. 



        (d)    "California Optionee"    means an Optionee residing in California or working primarily in the Company's
California offices. 


        (e)    "Code"    means the Internal Revenue Code of 1986, as amended. 


        (f)    "Committee"    means a Committee appointed by the Board of Directors in accordance with Section 4 of the
Plan. 


        (g)    "Common Stock"    means American Depository Shares of Business Objects S.A., each representing one ordinary
share of Business Objects S.A.. 


        (h)    "Company"    means Crystal Decisions, Inc., a Delaware corporation. 


        (i)    "Consultant"    means (i) any person who is engaged by the Company or any Parent, Subsidiary or
Affiliate to render consulting or advisory services to such entity and is compensated for such services, (ii) any director of the Company whether compensated for such services or not, or
(iii) any employee or director of an Affiliate. 


        (j)    "Continuous Status as an Employee or Consultant"    means that the employment or consulting relationship with
the Company, any Parent, Subsidiary, or Affiliate is not interrupted or terminated. Continuous Status as an Employee or Consultant 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, its Parent, any Subsidiary, Affiliate or any successor. A leave of absence
approved by the Company shall include sick leave, military leave, or any other personal leave approved by an authorized representative of the Company. For purposes of 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 181st day of such leave any Incentive Stock Option held by the Optionee shall cease to be
treated as an Incentive Stock Option and shall be treated for tax purposes as a Nonstatutory Stock Option. 



        (k)    "Employee"    means any person, including Officers and directors, employed by the Company or any Parent or
Subsidiary of the Company. The payment of a director's fee by the Company shall not be sufficient to constitute "employment" by the Company. 


        (l)    "Exchange Act"    means the Securities Exchange Act of 1934, as amended. 


        (m)    "Fair Market Value"    means, as of any date, the value of Common Stock determined as follows: 



          (i)  If
the Common Stock is listed on any established stock exchange or a national market system, including without limitation the Nasdaq National Market or The Nasdaq
SmallCap Market of The Nasdaq Stock Market, its Fair Market Value shall be the closing sales price for such stock (or the closing bid, if no sales were reported) as quoted on such exchange or system
for the last market trading day prior to the time of determination, as reported in The Wall Street Journal or such other source as the Administrator
deems reliable; 


         (ii)  If
the Common Stock is regularly quoted by a recognized securities dealer but selling prices are not reported, its Fair Market Value shall be the mean between the high
bid and low asked prices for the Common Stock on the last market trading day prior to the day of determination, or; 


        (iii)  In
the absence of an established market for the Common Stock, the Fair Market Value thereof shall be determined in good faith by the Administrator. 




        (n)    "Incentive Stock Option"    means an Option intended to qualify as an incentive stock option within the meaning
of Section 422 of the Code. 


        (o)    "Nonstatutory Stock Option"    means an Option not intended to qualify as an Incentive Stock Option. 


        (p)    "Non-California Optionee"    means an Optionee who is not a California resident and who works
primarily outside of the Company's California offices. 


        (q)    "Officer"    means a person who is an officer of the Company within the meaning of Section 16 of the
Exchange Act and the rules and regulations promulgated thereunder. 


        (r)    "Option"    means a stock option granted pursuant to the Plan. 


        (s)    "Optioned Stock"    means the Common Stock subject to an Option. 



        (t)    "Optionee"    means an Employee or Consultant who receives an Option. 


        (u)    "Parent"    means a "parent corporation", whether now or hereafter existing, as defined in
Section 424(e) of the Code. 


        (v)    "Plan"    means this 1999 Stock Option Plan. 



        (w)    "Section 16(b)"    means Section 16(b) of the Exchange Act. 


        (x)    "Share"    means an American Depository Share of Business Objects S.A., as adjusted in accordance with
Section 11 below. 


        (y)    "Subsidiary"    means a "subsidiary corporation", whether now or hereafter existing, as defined in
Section 424(f) of the Code. 



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        3.    Stock 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 sold under the Plan is 6,306,939 Shares held by Business Objects Option Sub, LLC. The Shares may be authorized, but unissued, or reacquired Common Stock. 



        If
an Option expires or becomes unexercisable without having been exercised in full, or is surrendered pursuant to an option exchange program, the unpurchased Shares which were subject
thereto shall become available for future grant or sale under the Plan (unless the Plan has terminated); provided, however, that Shares that have actually been issued under the Plan shall not be
returned to the Plan and shall not become available for future distribution under the Plan, except that if unvested Shares are repurchased by the Company at their original purchase price, and the
original purchaser of such Shares did not receive any benefits of ownership of such Shares, such Shares shall become available for future grant under the Plan. For purposes of the preceding sentence,
voting rights shall not be considered a benefit of Share ownership. 


        4.    Administration of the Plan.    



        (a)    Initial Plan Procedure.    Prior to the date, if any, upon which the Company becomes subject to the Exchange
Act, the Plan shall be administered by the Board or a Committee appointed by the Board. 



        (b)    Plan Procedure after the Date, if any, upon which the Company becomes Subject to the Exchange Act.    



        (i)    Administration with Respect to Directors and Officers.    With respect to grants of Options to Employees who
are also Officers or Directors of the Company, the Plan shall be administered by (A) the Board if the Board may administer the Plan in compliance with the rules under
Rule 16b-3 promulgated under the Exchange Act or any successor thereto ("Rule 16b-3") under which Section 16(b) exempt discretionary grants and awards of
equity securities are to be made, or (B) a Committee designated by the Board to administer the Plan, which Committee shall be constituted to comply with the rules under
Rule 16b-3 under which Section 16(b) exempt discretionary grants and awards of equity securities are to be made. Once appointed, such Committee shall continue to serve in its
designated capacity until otherwise directed by the Board. From time to time the Board may increase the size of the Committee and appoint additional members thereof, remove members (with or without
cause) and appoint new members in substitution therefor, fill vacancies, however caused, and remove all members of the Committee and thereafter directly administer the Plan, all to the extent
permitted by the rules under Rule 16b-3 under which Section 16(b) exempt discretionary grants and awards of equity securities are to be made. 



        (ii)    Multiple Administrative Bodies.    If permitted by Rule 16b-3, the Plan may be administered
by different bodies with respect to directors, non-director Officers and Employees who are neither directors nor Officers. 


        (iii)    Administration With Respect to Consultants and Other Employees.    With respect to grants of Options to
Employees or Consultants who are neither directors nor Officers of the Company, the Plan shall be administered by (A) the Board or (B) a committee designated by the Board, which
committee shall be constituted in such a manner as to satisfy the legal requirements relating to the administration of incentive stock option plans, if any, of state corporate and securities laws, of
the Code, and of any applicable stock exchange (the "Applicable Laws"). Once appointed, such Committee shall continue to serve in its designated capacity until otherwise directed by the Board. From
time to time the Board may increase the size of the Committee and appoint additional members thereof, remove members (with or without cause) and appoint new members in substitution therefor, fill
vacancies, however 




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caused,
and remove all members of the Committee and thereafter directly administer the Plan, all to the extent permitted by the Applicable Laws. 




        (c)    Powers of the Administrator.    Subject to the provisions of the Plan and, in the case of a Committee, the
specific duties delegated by the Board to such Committee, and subject to the approval of any relevant authorities, including the approval, if required, of any stock exchange upon which the Common
Stock is listed, the Administrator shall have the authority, in its discretion: 



          (i)  to
determine the Fair Market Value of the Common Stock, in accordance with Section 2(m) of the Plan; 


         (ii)  to
select the Consultants and Employees to whom Options may from time to time be granted hereunder; 


        (iii)  to
determine whether and to what extent Options are granted hereunder; 


        (iv)  to
determine the number of shares of Common Stock to be covered by each such award granted hereunder; 


         (v)  to
approve forms of agreement for use under the Plan; 


        (vi)  to
determine the terms and conditions of any award granted hereunder; 


       (vii)  to
allow Optionees to satisfy withholding tax obligations by electing to have the Company withhold from the Shares to be issued upon exercise of an Option that number
of Shares having a Fair Market Value equal to the amount required to be withheld. The Fair Market Value of the Shares to be withheld shall be determined on the date that the amount of tax to be
withheld is to be determined. All elections by Optionees to have Shares withheld for this purpose shall be made in such form and under such conditions as the Administrator may deem necessary or
advisable; 


      (viii)  to
reduce the exercise price of any Option to the then current Fair Market Value if the Fair Market Value of the Common Stock covered by such Option has declined
since the date the Option was granted; and 


        (ix)  to
construe and interpret the terms of the Plan and awards granted pursuant to the Plan. 




        (d)    Effect of Administrator's Decision.    All decisions, determinations and interpretations of the Administrator
shall be final and binding on all Optionees and any other holders of any Options. 




        5.    Eligibility.    


        (a)   Nonstatutory
Stock Options may be granted to Employees and Consultants. Incentive Stock Options may be granted only to Employees. An Employee or Consultant who has been
granted an Option may, if otherwise eligible, be granted additional Options. 



        (b)   Each
Option shall be designated in the written option agreement as either an Incentive Stock Option or a Nonstatutory Stock Option. However, notwithstanding such
designation, to the extent that the aggregate Fair Market Value of the Shares with respect to which Incentive Stock Options are exercisable for the first time by the Optionee during any calendar year
(under all plans of the Company and any Parent or Subsidiary) exceeds $100,000, such Options shall be treated as Nonstatutory Stock Options. For purposes of this Section 5(b), Incentive Stock
Options shall be taken into account in the order in which they were granted. The Fair Market Value of the Shares shall be determined as of the time the Option with respect to such Shares is granted. 


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        (c)   The
Plan shall not confer upon any Optionee any right with respect to continuation of employment or consulting relationship with the Company, nor shall it interfere in
any way with his or her right or the Company's right to terminate his or her employment or consulting relationship at any time, with or without cause. 


        (d)   Upon
the Company or a successor corporation issuing any class of common equity securities required to be registered under Section 12 of the Exchange Act or upon
the Plan being assumed by a corporation having a class of common equity securities required to be registered under Section 12 of the Exchange Act, the following limitations shall apply to
grants of Options to Employees: 



          (i)  No
Employee shall be granted, in any fiscal year of the Company, Options to purchase more than 5,000,000 Shares. 


         (ii)  In
connection with his or her initial employment, an Employee may be granted Options to purchase up to an additional 3,000,000 Shares which shall not count against the
limit set forth in subsection (i) above. 


        (iii)  The
foregoing limitations shall be adjusted proportionately in connection with any change in the Company's capitalization as described in Section 11. 


        (iv)  If
an Option is cancelled in the same fiscal year of the Company in which it was granted (other than in connection with a transaction described in Section 11),
the cancelled Option will be counted against the limit set forth in subsection (i) above. For this purpose, if the exercise price of an Option is reduced, the transaction will be treated as a
cancellation of the Option and the grant of a new Option. 




        6.    Term of Plan.    The Plan shall become effective upon the earlier to occur of its adoption by the Board of
Directors or its approval by the stockholders of the Company, as described in Section 17 of the Plan. It shall continue in effect for a term of ten (10) years unless sooner terminated
under Section 13 of the Plan. 


        7.    Term of Option.    The term of each Option shall be the term stated in the Option Agreement; provided, however,
that the term shall be no more than ten (10) years from the date of grant thereof. However, in the case of an Incentive Stock Option granted to an Optionee who, at the time the Option is
granted, owns stock representing more than ten percent (10%) of the voting power of all classes of stock of the Company or any Parent or Subsidiary, the term of the Option shall be five
(5) years from the date of grant thereof or such shorter term as may be provided in the Option Agreement. 


        8.    Option Exercise Price and Consideration.    


        (a)   The
per share exercise price for the Shares to be issued pursuant to exercise of an Option shall be such price as is determined by the Administrator, but shall be
subject to the following: 



          (i)  In
the case of an Incentive Stock Option 



        (A)  granted
to an Employee who, at the time of the grant of such Incentive Stock Option, owns stock representing more than ten percent (10%) of the voting power of all
classes of stock of the Company or any Parent or Subsidiary, the per Share exercise price shall be no less than one hundred ten percent (110%) of the Fair Market Value per Share on the date of grant. 


        (B)  granted
to any Employee other than an Employee described in the preceding paragraph, the per Share exercise price shall be no less than one hundred percent (100%) of the
Fair Market Value per Share on the date of grant. 




         (ii)  In
the case of a Nonstatutory Stock Option 



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        (A)  granted
to a person who, at the time of the grant of such Option, owns stock representing more than ten percent (10%) of the voting power of all classes of stock of the
Company or any Parent or Subsidiary, the per Share exercise price shall be no less than one hundred ten percent (110%) of the Fair Market Value per Share on the date of the grant. 


        (B)  granted
to any person, the per Share exercise price shall be no less than eighty-five (85%) of the Fair Market Value per Share on the date of grant. 





        (b)   The
consideration to be paid for the Shares to be issued upon exercise of an Option, 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 may consist entirely of (1) cash, (2) check, (3) promissory note, (4) other Shares
which (x) in the case of Shares acquired upon exercise of an Option have been owned by the Optionee for more than six months on the date of surrender and (y) have a Fair Market Value on
the date of surrender equal to the aggregate exercise price of the Shares as to which said Option shall be exercised, (5) delivery of a properly executed exercise notice together with such
other documentation as the Administrator and the broker, if applicable, shall require to effect an exercise of the Option and delivery to the Company of the sale or loan proceeds required to pay the
exercise price, (6) the cancellation of a portion of the Shares subject to the Option with a Fair Market Value equal to the aggregate exercise price of the Shares as to which said Option shall
be exercised, or (7) any combination of the foregoing methods of payment. In making its determination as to the type of consideration to accept, the Administrator shall consider if acceptance
of such consideration may be reasonably expected to benefit the Company. 


        9.    Exercise of Option.    


        (a)    Procedure for Exercise; Rights as a Stockholder.    Any Option granted hereunder shall be exercisable at such
times and under such conditions as determined by the Administrator, including performance criteria with respect to the Company and/or the Optionee, and as shall be permissible under the terms of the
Plan. Except in the case of Options granted to Officers, Directors, Consultants and Non-California Optionees, Options shall become exercisable at a rate of no less than 20% per year over
five (5) years from the date the Options are granted. With respect to Officers, Directors, Consultants and Non-California Optionees, vesting shall cease on the 31st
day of any leave of absence, unless required otherwise by law or unless the Administrator provides otherwise in writing to the Optionee, and shall recommence upon returning from the leave of absence. 


        An
Option may not be exercised for a fraction of a Share. 


        An
Option shall be deemed to be exercised when written notice of such exercise has been given to the Company in accordance with the terms of the Option by the person entitled to exercise
the Option and full payment for the Shares with respect to which the Option is exercised has been received by the Company. Full payment may, as authorized by the Administrator, consist of any
consideration and method of payment allowable under Section 8(b) of the Plan. Until the issuance (as evidenced by the appropriate entry on the books of the Company or of a duly authorized
transfer agent of the Company) of the stock certificate evidencing such Shares, no right to vote or receive dividends or any other rights as a stockholder shall exist with respect to the Optioned
Stock, notwithstanding the exercise of the Option. The Company shall issue (or cause to be issued) such stock certificate promptly upon exercise of the Option. No adjustment will be made for a
dividend or other right for which the record date is prior to the date the stock certificate is issued, except as provided in Section 11 of the Plan. 



        Exercise
of an Option in any manner shall result in a decrease in the number of Shares which thereafter may be available, both for purposes of the Plan and for sale under the Option, by
the number of Shares as to which the Option is exercised. 


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        (b)    Termination of Employment or Consulting Relationship—California Optionees.    In the event of
termination of a California Optionee's Continuous Status as an Employee or Consultant with the Company (for any reason and regardless of any appropriate court finding such termination unfair or
irregular on any basis whatsoever), but not in the event of a California Optionee's change of status from Employee to Consultant (in which case such Employee's Incentive Stock Option shall
automatically convert to a Nonstatutory Stock Option on the date three (3) months and one (1) day from the date of such change of status) or from Consultant to Employee, such Optionee
may, but only within such period of time as is determined by the Administrator, of at least thirty (30) days, with such determination in the case of an Incentive Stock Option not exceeding
three (3) months after the date of such termination (but in no event later than the expiration date of the term of such Option as set forth in the Option Agreement), exercise his or her Option
to the extent that Optionee was entitled to exercise it at the date of such termination. To the extent that the California Optionee was not entitled to exercise the Option at the date of such
termination, or if the Optionee does not exercise such Option to the extent so entitled within the time specified herein, the Option shall terminate, without the Optionee being entitled to any
compensation for the loss of such Option or portion of Option. 


        (c)    Termination of Employment or Consulting Relationship—Non-California Optionees.    In
the event of (i) termination of an Non-California Optionee's Continuous Status as an Employee or Consultant with the Company (for any reason and regardless of any appropriate court
finding such termination unfair or irregular on any basis whatsoever), but not in the event of an Non-California Optionee's change of status from Employee to Consultant (in which case an
Employee's Incentive Stock Option shall automatically convert to a Nonstatutory Stock Option on the date three (3) months and one (1) day from the date of such change of status) or from
Consultant to Employee, or (ii) a Non-California Employee being provided with notice of termination of employment (for any reason and regardless of any appropriate court finding the
related termination unfair or irregular on any basis whatsoever), such non-California Optionee may, but only within thirty (30) days, (or such longer period as the Administrator may
allow, with such determination in the case of an Incentive Stock Option not exceeding three (3) months after the date of a termination or employment, and in no event later than the expiration
date of the term of such Option as set forth in the Option Agreement) following the date of such termination of Continuous Status as an Employee or Consultant or provision of notice of termination of
employment, exercise his or her Option to the extent that Optionee was entitled to exercise it upon the earlier of (i) the date of termination of Continuous Status as an Employee or Consultant,
or (ii) the date upon which Optionee was provided with notice of termination of employment (the earlier of these dates is referred to herein as the "Vesting Cessation Date"). To the extent that
such Optionee was not entitled to exercise the Option upon the Vesting Cessation Date, or if Optionee does not exercise such Option to the extent so entitled within the time specified herein, the
Option shall terminate, without the Optionee being entitled to any compensation for the loss of such Option or portion of Option. A transfer of employment from any of the Company, its Parent or a
Subsidiary shall not be considered to involve a notice of termination of employment. 


        (d)    Disability of Optionee.    In the event of termination of an Optionee's consulting relationship or Continuous
Status as an Employee as a result of his or her disability, Optionee may, but only within twelve (12) months from the date of such termination (and in no event later than the expiration date of
the term of such Option as set forth in the Option Agreement), exercise the Option to the extent otherwise entitled to exercise it at the date of such termination; provided, however, that if such
disability is not a "disability" as such term is defined in Section 22(e)(3) of the Code, in the case of an Incentive Stock Option such Incentive Stock Option shall automatically convert to a
Nonstatutory Stock Option on the day three (3) months and one (1) day following such termination. To the extent that Optionee is not entitled to exercise the Option at the date of
termination, or if Optionee does not exercise such Option to the extent so entitled within the time specified herein, the Option shall terminate, and the Shares covered by such Option shall revert to
the Plan. 


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        (e)    Death of Optionee.    In the event of the death of an Optionee, the Option may be exercised at any time within
twelve (12) months following the date of death (but in no event later than the expiration of the term of such Option as set forth in the Notice of Grant), 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. If, at the time of
death, the Optionee was not entitled to exercise his or her entire Option, the Shares covered by the unexercisable 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. 


        (f)    Rule 16b-3.    Options granted to persons subject to Section 16(b) of the Exchange
Act must comply with Rule 16b-3 and shall contain such additional conditions or restrictions as may be required thereunder to qualify for the maximum exemption from
Section 16 of the Exchange Act with respect to Plan transactions. 



        10.    Non-Transferability of Options.    Options may not be sold, pledged, assigned, hypothecated,
transferred, or disposed of in any manner other 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. 


        11.    Adjustments Upon Changes in Capitalization or Merger.    


        (a)    Changes in Capitalization.    Subject to any required action by the stockholders of the Company, the number of
shares of Common Stock covered by each outstanding Option, and the number of shares of Common Stock which have been authorized for issuance under the Plan but as to which no Options have yet been
granted or which have been returned to the Plan upon cancellation or expiration of an
Option, as well as the price per share of Common Stock covered by each such outstanding Option, shall be proportionately adjusted for any increase or decrease in the number of issued shares of Common
Stock resulting from a stock split, reverse stock split, stock dividend, combination or reclassification of the Common Stock, or any other increase or decrease in the number of issued shares of Common
Stock effected without receipt of consideration by the Company; provided, however, that conversion of any convertible securities of the Company shall not be deemed to have been "effected without
receipt of consideration." Such adjustment shall be made by the Administrator, whose determination in that respect shall be final, binding and conclusive. Except as expressly provided herein, no
issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to,
the number or price of shares of Common Stock subject to an Option. 


        (b)    Dissolution or Liquidation.    In the event of the proposed dissolution or liquidation of the Company, the
Administrator shall notify the Optionee at least fifteen (15) days prior to such proposed action. To the extent it has not been previously exercised, the Option will terminate immediately prior
to the consummation of such proposed action. 


        (c)    Merger or Asset Sale.    In the event of a merger of the Company with or into another corporation, or the sale
of substantially all of the assets of the Company, each outstanding Option shall be assumed or an equivalent option substituted by the successor corporation or a Parent or Subsidiary of the successor
corporation. In the event that the successor corporation refuses to assume or substitute for the Option, the Optionee shall fully vest in and have the right to exercise the Option as to all of the
Optioned Stock, including Shares as to which it would not otherwise be vested or exercisable. If an Option becomes fully vested and exercisable in lieu of assumption or substitution in the event of a
merger or sale of assets, the Administrator shall notify the Optionee in writing or electronically that the Option shall be fully vested and exercisable for a period of fifteen (15) days from
the date of such notice, and the Option shall terminate upon the expiration of such period. For the purposes of this paragraph, the Option shall be considered assumed if, following the merger or sale
of assets, the option 


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confers
the right to purchase or receive, for each Share of Optioned Stock subject to the Option immediately prior to the merger or sale of assets, the consideration (whether stock, cash, or other
securities or property) received in the merger or sale of assets by holders of Common Stock 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 in the merger or sale of assets is 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
the Option, for each Share of Optioned 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 Common Stock in the merger or sale of assets. 


        12.    Time of Granting Options.    The date of grant of an Option shall, for all purposes, be the date on which the
Administrator makes the determination granting such Option, or such other date as is
determined by the Board. Notice of the determination shall be given to each Employee or Consultant to whom an Option is so granted within a reasonable time after the date of such grant. 



        13.    Amendment and Termination of the Plan.    To the extent permitted by law, the Board may, in its sole
discretion, at any time amend, alter, suspend or discontinue the Plan or amend or alter Options granted thereunder in accordance with the Company's economic requirements or with statutory
specifications without giving rise to any obligation to compensate the Optionee. In addition, to the extent necessary and desirable to comply with Rule 16b-3 under the Exchange Act
or with Sections 162(m) or 422 of the Code (or any other applicable law or regulation, including the requirements of the NASD or an established stock exchange), the Company shall obtain stockholder
approval of any Plan amendment in such a manner and to such a degree as required. 



        14.    Conditions Upon Issuance of Shares.    Shares shall not be issued pursuant to the exercise of an Option unless
the exercise of such Option and the issuance and delivery of such Shares pursuant thereto shall comply with all relevant provisions of law, including, without limitation, the Securities Act of 1933,
as amended, the Exchange Act, the rules and regulations promulgated thereunder, and the requirements of any stock exchange upon which the Shares may then be listed, and shall be further subject to the
approval of counsel for the Company with respect to such compliance. 


        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 Shares are being
purchased 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 by any of the
aforementioned relevant provisions of law. 


        15.    Reservation of Shares.    The Company, during the term of this Plan, will at all times reserve and keep
available such number of Shares as shall be sufficient to satisfy the requirements of the Plan. 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 and sale of any Shares hereunder, shall relieve the Company of any liability in respect of the failure to issue or
sell such Shares as to which such requisite authority shall not have been obtained. 


        16.    Agreements.    Options shall be evidenced by written agreements in such form as the Administrator shall approve
from time to time. 


        17.    Stockholder Approval.    Continuance of the Plan shall be subject to approval by the stockholders of the
Company within twelve (12) months before or after the date the Plan is adopted. Such stockholder approval shall be obtained in the degree and manner required under applicable state and federal
law and the rules of any stock exchange upon which the Common Stock is listed. 


        18.    Information to Optionees and Purchasers.    The Company shall provide to each Optionee, not less frequently
than annually, copies of annual financial statements. The Company shall also provide such statements to each individual who acquires Shares pursuant to the Plan while such individual owns such Shares.
The Company shall not be required to provide such statements to key employees whose duties in connection with the Company assure their access to equivalent information. 


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EXHIBIT 4.2


CRYSTAL DECISIONS, INC. 1999 STOCK OPTION PLAN as amended August 13, 2001