exv10w65



 




CONFIDENTIAL
TREATMENT REQUESTED BY BUSINESS OBJECTS S.A. CERTAIN INFORMATION IN
THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE STAFF OF
THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS
BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. OMITTED
INFORMATION HAS BEEN REPLACED BY [*].








Exhibit 10.65




September 9, 2005




Mr. John Schwarz

[*]




Dear John,




     Business Objects S.A. (the “Company”) is pleased to offer you the position of Chief Executive
Officer of the Company. You will be employed by Business Objects Americas beginning on September
12, 2005 (the “Effective Date”), although you will have operational authority for Business Objects
S.A. Business Objects Americas, and companies in the affiliated group. As Chief Executive Officer,
you will report directly to the Company’s Board of Directors (the “Board”). You agree to perform
the duties set forth in the next sentence, as well as any other reasonable duties determined by the
Board. The parties’ initial expectations regarding the primary duties of this position are as
follows: (i) all duties, authorities and responsibilities customary for a chief executive officer
of a public company, including executive responsibility for developing strategic direction and all
operational and execution activities of the Company, including the Chief Strategy Officer but
excluding his duties as the Chairman of the Board, (ii) ultimate management responsibility for all
employees of the Company, and (iii) preparation and submission of a revised operating budget to the
Board on a quarterly basis, which shall serve to provide the scope of operational authority. You
agree to devote your best efforts and substantially all of your business time and services to the
performance of your duties as set forth herein. The Board will recommend you for nomination to the
Board at its next annual shareholders meeting and will continue to recommend you for nomination to
the Board so long as you continue as Chief Executive Officer of the Company. Prior to your
election to the Board, you may attend all Board meetings except for meetings solely of the
non-employee members of the Board and meetings (or partial meetings) at which your compensation or
performance are being discussed. You agree to resign from the Board upon your termination of
employment, unless requested to continue.



Salary and Bonus




     Your starting salary will be $750,000 per year, paid on a semi-monthly basis. In addition to
your base salary, your target variable compensation is $750,000 per year. Your base salary and
target variable compensation may be increased but not decreased during your employment with the
Company. However, the amount of variable compensation you earn can vary from 0% to 180% of the
$750,000 target, according to quarterly Company performance, input from the Board or its
Compensation Committee (the “Compensation Committee”), and the achievement of semi-annual
individual objectives. The details of the variable target general measurements (“Variable
Compensation Measures”) are set forth in Appendix A to this letter, although ultimately,
the Compensation Committee retains final discretion to determine the ultimate variable compensation
payout earned. The Variable Compensation Measures are reviewed and are subject to change on an
annual basis by the Compensation Committee. Business Objects Americas will endeavor to pay any
bonus amounts determined by the Compensation Committee in accordance with the foregoing within
ninety (90) days after the end of the fiscal year.



 









 





CONFIDENTIAL
TREATMENT REQUESTED BY BUSINESS OBJECTS S.A.



2005 Bonus Guarantee:




     Subject to your continued employment, the variable compensation of your salary package will be
guaranteed for the remainder of 2005 in the amount $750,000 multiplied by a fraction, the numerator
of which is the number of days upon which you are an employee of Business Objects Americas in 2005
and the denominator of which is 365. If, based upon the Variable Compensation Measures, the
variable compensation yields more than 100% of target during this period, you will be eligible to
receive the overachievement portion up to a maximum of 180% of the $750,000 target, pro-rated as
set forth in the previous sentence.



Stock Options




     In addition, you will be granted two options to purchase ordinary shares of the Company (each,
an “Option”). The Options will be granted as soon as practical, with a strike price equal to the
fair market value as defined in the 2001 Stock Incentive Plan (“Fair Market Value”) (the “2001
Plan”) on the grant date. Each Option will be subject to the terms and conditions of the 2001 Plan
and to the standard form of option agreement between you and the Company, modified to reflect the
terms of this offer letter.


4-Year Option: The first Option (the “4-Year Option”) will be to purchase 450,000 ordinary shares
of the Company and will have a 4-year vesting schedule, such that the option will vest as to
1/4th of the shares subject to the 4-Year Option upon your first anniversary of
employment with Business Objects Americas and 1/36th of the remaining unvested shares
each month thereafter, subject to your remaining in Continuous Status as a Beneficiary, as such
term is defined in the 2001 Plan (“Continuous Status as a Beneficiary”) on each relevant vesting
date.



Performance Option: The second Option (the “Performance Option”) will be to purchase 225,000
ordinary shares of the Company. On the last day of each of the Company’s 2006, 2007 and 2008
fiscal years, and subject to your remaining in Continuous Status as a Beneficiary on each relevant
vesting date, 1/6th of the shares subject to the Performance Option will vest if the Company’s
operating margin goals for the applicable year, determined by the Compensation Committee in
consultation with you within the first quarter of the Company’s fiscal year, have been met. An
additional 1/6th shares subject to the Performance Option will vest on the last day of each of the
Company’s 2006, 2007 and 2008 fiscal years if the Company’s market share goals for the applicable
year, determined by the Compensation Committee in its sole discretion earlier in the Company’s
fiscal year, have been met.




Restricted Stock Units




     You also will receive three (3) or four (4) grants of restricted ordinary shares of the
Company (each, a “Restricted Stock Grant”) as follows. The Restricted Stock Grants will be granted
in the form of units under the Subsidiary Stock Incentive Sub-Plan (the “Sub-Plan”) to the 2001
Plan at the first meeting of the Compensation Committee following the first date on which (i) the
registration statement covering shares available for issuance under the Sub-Plan has been declared
effective by the U.S. Securities and Exchange Commission, and (ii) all other requirements under
applicable law for the granting of restricted stock awards under the Sub-Plan have been met. The
Restricted Stock Grants will be subject to the terms and conditions of the Sub-Plan and to a
standard form of restricted stock agreement, modified to be consistent with the terms of this offer
letter.



 









 



CONFIDENTIAL
TREATMENT REQUESTED BY BUSINESS OBJECTS S.A.




Initial Grant: The first Restricted Stock Grant will cover 100,000 ordinary shares of the Company
and will vest as to 50% of the shares subject thereto on December 31, 2005 and as to the remaining
50% of the shares subject thereto on March 31, 2006, subject to your remaining in Continuous Status
as a Beneficiary on each relevant vesting date.



4-Year Grant: The second Restricted Stock Grant (the “4-Year Grant”) will cover 183,334 ordinary
shares of the Company and will have a 4-year vesting schedule, such that the underlying shares will
vest as to 1/4th of the shares subject to the 4-Year Grant upon your first anniversary
of employment with Business Objects Americas and 1/36th of the remaining unvested
shares each month thereafter, subject to your remaining in Continuous Status as a Beneficiary on
each relevant vesting date.



Performance Grant: The third Restricted Stock Grant (the “Performance Grant”) will cover 91,666
ordinary shares of the Company. On the last day of each of the Company’s 2006, 2007 and 2008
fiscal years, and subject to your remaining in Continuous Status as a Beneficiary on each relevant
vesting date, 1/6th of the shares subject to the Performance Grant will vest if the Company’s
operating margin goals for the applicable year, determined by the Compensation Committee in
consultation with you within the first quarter of the Company’s fiscal year, have been met. An
additional 1/6th shares subject to the Performance Grant will vest on the last day of each of the
Company’s 2006, 2007 and 2008 fiscal years if the Company’s market share goals for the applicable
year, determined by the Compensation Committee in its sole discretion earlier in the Company’s
fiscal year, have been met.



Make-Up Grant: The fourth Restricted Stock Grant (the “Make-Up Grant”), if any, will cover “x”
ordinary shares of the Company, with “x” determined by (A) subtracting the Fair Market Value of an
ordinary share on your employment commencement date from the higher of (i) the Fair Market Value on
the date upon which your Options hereunder are granted (the “Option Grant Date”), or (ii) the
Option exercise price, (B) multiplying the resulting difference by 675,000, (C) dividing the
resulting product by the Fair Market Value on the Option Grant Date, and (D) rounding up to the
nearest whole integer. Accordingly, if the higher of (i) the Fair Market Value on the Option Grant
Date, or (ii) the exercise price is equal to or less than the Fair Market Value on your employment
commencement date, then you will not be granted any Make-Up Grant. Any Make-Up Grant will be
subject to the same vesting schedule as the 4-Year Option with respect to 2/3 of the shares covered
by such Make-Up Grant and the same vesting schedule as the Performance Option with respect to 1/3
of the shares covered by such Make-Up Grant.




Inability to Grant Equity Compensation Awards




     If the Company is unable to grant to you any or all of the equity compensation awards
specified herein for any reason by the earlier of (A) the one year anniversary of your employment
commencement date, or (B) the date of a Change of Control (as defined below), then, upon the
earliest of such dates to occur, the Company shall grant you a cash replacement award (a
“Replacement Award”) with vesting identical to the vesting on the replaced equity compensation
award. Any Replacement Award attributable to a Restricted Stock Grant shall be valued for this
purpose by multiplying the ordinary shares to have been covered by the Restricted Stock Grant by
the greater of (A) the Fair Market Value of an ordinary share on your employment commencement date
and (B) the Fair Market Value of an ordinary share on the date the replacement award is granted
(however, in such event, there will be no Make-Up Grant). Any Replacement Award attributable to an
Option shall be valued for this purpose by multiplying the ordinary shares to have been covered by
the Option by the



 









 





CONFIDENTIAL
TREATMENT REQUESTED BY BUSINESS OBJECTS S.A.



Black-Scholes value of such Option, with the Black-Scholes calculation determined by inputting
volatility, term and short-term risk-free interest rate in accordance with the Black-Scholes
variables reflected in the footnotes to the Company’s financial statements for the most recently
completed quarter prior to your employment commencement date, and with the exercise price and fair
market value variables based upon greater of (A) the Fair Market Value on of an ordinary share on
your employment commencement date and (B) the Fair Market Value of an ordinary share on the date
the Replacement Award attributable to such Option is granted.



Ability to Accept Position




     You have represented that there are no agreements relating to your prior employment that may
affect your eligibility to be employed by Business Objects Americas or limit the manner in which
you may be employed. The parties acknowledge that they have no reason to believe that you are
contractually prohibited from performing the duties of your position and you represent that such is
the case.



Termination of Employment not in connection with a Change in Control




     In the event there you voluntarily terminate your employment for Good Reason (as defined
below) or you are involuntarily terminated without Cause (as defined below) either prior to a
Change of Control (as defined below) or on or after the twelve month anniversary following a Change
of Control, then, subject to your executing and not revoking a release of claims and a one-year
non-competition agreement in forms satisfactory to Business Objects Americas (a “Non-Compete
Agreement”),1 you shall be entitled to receive the following severance payments and
benefits:



     (1) Continued payments equal to one (1) year of your base salary and target bonus (with
respect to your target bonus, assuming a payout equal to 100% of base salary);



     (2) If you elect to continue your medical coverage under COBRA, Business Objects Americas
will reimburse the cost of COBRA coverage for you and your eligible dependents for eighteen months
following the date of termination (or, if earlier, until you cease to be eligible for COBRA);



     (3) Accelerated vesting as of the date of your termination with respect to an additional
twelve (12) months vesting of your then-unvested and outstanding Options, Restricted Stock Grants,





 




			
	1	 	Such non-competition agreement is
necessary to protect the Company’s confidential and proprietary
information and will include a specific list of the Company’s
then-current primary competitors, and shall be restricted to such list. All
other terms of such release and non-competition agreements will be negotiated
in good faith between the parties at the time of severance, with the intent of
structuring an agreement that is (i) consistent with then-applicable industry
standards and (ii) effective and enforceable under applicable law. In the event
the parties are unable to agree on a particular term, they agree to seek the
advice of a neutral third party benefits expert to help determine the
applicable industry standards regarding such term. You agree not to challenge
the effectiveness or enforceability of such release and non-competition
agreements, either directly or indirectly, in your individual capacity or
through any subsequent employer or other third party. Similarly, the Company
agrees not to challenge the effectiveness or enforceability of such release and
non-competition agreements as a means of avoiding payment of any severance
benefits.
Replacement Awards and any other equity compensation awards granted to you by the Company
under this offer letter or any future equity compensation awards.





 









 






CONFIDENTIAL
TREATMENT REQUESTED BY BUSINESS OBJECTS S.A.



Change of Control




     In the event there is a Change of Control (as defined below) during your employment and,
within twelve (12) months thereafter, you either voluntarily terminate your employment for Good
Reason (as defined below) or are involuntarily terminated without Cause (as defined below), then,
subject to your executing and not revoking a release of claims and a two-year Non-Compete Agreement
in a form satisfactory to Business Objects Americas or its successor(s), you shall be entitled to
receive the following severance payments and benefits:



     (1) A lump sum equal to two (2) years’ continuation of your base salary and target bonus (with
respect to your target bonus, assuming a payout equal to 100% of base salary);



     (2) If you elect to continue your medical coverage under COBRA, Business Objects Americas
will reimburse the cost of COBRA coverage for you and your eligible dependents for eighteen months
following the date of termination (or, if earlier, until you cease to be eligible for COBRA);



     (3) Accelerated vesting as of the date of your termination of 100% of your then-unvested and
outstanding Options, Restricted Stock Grants, Replacement Awards and any other equity compensation
awards granted to you by the Company under this offer letter or any future equity compensation
awards.



     For purposes of the foregoing, a “Change in Control” has the same defined meaning as in the
2001 Stock Plan.



     For purposes of the foregoing, “Good Reason” means the occurrence of any of the following
(without your consent and with such occurrence failing to be cured within thirty days following
receipt of written notice from you specifying the purported grounds for such Good Reason, which
notice, prior to a Change of Control, shall be delivered to Business Objects America’s
Vice-President of Human Resources):



     (1) Any reduction in the aggregate level of your base salary and annual target bonus.



     (2) Any material reduction in your duties or responsibilities and/or change of title or status
as Chief Executive Officer of the Company;



     (3) A requirement that you relocate to a location more than fifty (50) miles from your then
current office location; or



     (4) A change in reporting structure such that you no longer report to the Board of Directors.



     Compensation received by you in connection with any post-termination employment with another
company shall not be deemed to reduce the amount of any severance payment provided for under this
letter agreement.



 









 






CONFIDENTIAL
TREATMENT REQUESTED BY BUSINESS OBJECTS S.A.



     For purposes of the foregoing, “Cause” means that, in the reasonable determination of the
Board, you:



     (1) have willfully committed an act that materially injures the business of the Company or
Business Objects Americas;



     (2) have willfully refused or failed to follow lawful and reasonable directions of the Board;



     (3) have willfully or habitually neglected your duties to the Company or Business Objects
Americas; or



     (4) have been convicted of a felony involving moral turpitude that is likely to inflict or has
inflicted material injury on the business of the Company or Business Objects Americas.



Internal Revenue Code Section 409A




     Notwithstanding anything to the contrary in this letter; any cash severance payments to be
made to you under this letter will not be paid during the six-month period following your
termination of employment unless Business Objects Americas determines, in its good faith judgment,
that paying such amounts at the time or times indicated above would not cause you to incur an
additional tax under Section 409A of the U.S. Internal Revenue Code (in which case such amounts
shall be paid at the time or times indicated above). If the payment of any amounts are delayed as
a result of the previous sentence, such payments shall become payable in a lump sum payment on the
date six (6) months and one (1) day following the date of your termination. Thereafter, payments
will resume in accordance with the schedule set forth in this letter.



Attorney Fees




     The Company will reimburse you for any and all attorney’s fees and related costs you may incur
in the preparation and negotiation of this letter and the terms and conditions of your employment
up to a maximum of $15,000.



Parachute Payment Gross-Up




     If and only if a Change of Control occurs in the period extending for one year following the
latest date of grant of the Options, the Restricted Stock Grants or the Replacement Awards under
this offer letter, then you will be entitled to the special gross-up payment set forth in
Appendix B to this offer letter, to the extent one or more payments or benefits you
receive in connection with a Change in Control, are deemed to constitute parachute payments under
Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) and you otherwise
qualify for the gross-up payment in accordance with the provisions of Appendix B; provided, however
that the gross-up payment shall be capped at, and may in no event exceed, two million dollars
($2,000,000).



Business Expenses




     During the course of your employment, Business Objects Americas will reimburse you for all
reasonable expenses incurred by you in the performance of your duties in accordance with the
Business Objects America’s business expense reimbursement policies.



 









 






CONFIDENTIAL
TREATMENT REQUESTED BY BUSINESS OBJECTS S.A.



Benefits




     You will be entitled to participate in any benefit plans, policies or arrangements sponsored
or maintained by Business Objects Americas from time to time for its executive employees.
Notwithstanding the foregoing, your eligibility for and participation in any of these employee
benefit plans, policies or arrangements will be subject to the terms and conditions of such plans,
policies or arrangements. Moreover, subject to the terms and conditions of such plans, policies or
arrangements, Business Objects Americas may amend, modify or terminate such plans, policies or
arrangements at any time for any or no reason, except as otherwise set forth in this offer letter.



General




     The validity, interpretation, construction and performance of this letter agreement and the
rights of the parties under this letter agreement shall be interpreted and enforced under
California law without reference to principles of conflicts of laws.



     As a condition of employment with Business Objects Americas and in order to accept this
offer, please sign and return this letter (sent to you in duplicate form) and Confidential
Information and Inventions and Arbitration Agreement, which includes an arbitration provision
governing the resolution of any disputes between you and the Company or Business Objects Americas.
In the event of arbitration between the parties to this letter agreement, each party will be
responsible for its own attorneys’ fees.



     This letter, along with any agreements relating to proprietary rights between you and the
Company and arbitration, set forth the terms of your employment with Business Objects Americas and
supersede any prior representations or agreements including, but not limited to, any
representations made during your interviews, whether written or oral. This letter may not be
modified or amended except by a written agreement signed by the Chairman of the Board and you.



 









 






CONFIDENTIAL
TREATMENT REQUESTED BY BUSINESS OBJECTS S.A.



     If you have any questions, please feel free to call me at 408-953-6228 I look forward to your
favorable reply and to a productive and exciting working relationship.



Sincerely,






Bernard Liautaud

Chairman of the Board of Directors




 









 





CONFIDENTIAL
TREATMENT REQUESTED BY BUSINESS OBJECTS S.A.



Appendix A



The variable salary is based on three components:



1) Company
[*]

2) Company [*] Percentage (PP) – This is the [*] based on [*]

3) Personal goals (MBOs)




Variable = MBO*(Company Performance)*Bonus Target



The company performance is calculated every quarter.

The MBOs are calculated twice a year.

The variable salary is paid twice a year



Therefore:

H1Variable = H1MBO*(Q1CpnyPerformance*Q1Bonus Target +Q2Cpny Performance*Q2Bonustarget)

H2Variable = H2MBO*(Q3CpnyPerformance*Q3Bonus Target +Q4Cpny Performance*Q4Bonustarget)



Company Performance = [*]

Company Performance is expected to vary between 50% and 180%



MBOs are calculated against Individual Objectives

MBOs are expected to fluctuate between 80% and 120%




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	[*] Perf vs
Board Plan
	 	 	[*]	%	 	 	[*]	%	 	 	[*]	%	 	 	[*]	%	 	 	[*]	%	 	 	[*]	%
	[*] Bonus
	 	 	0	%	 	 	1	%	 	 	50	%	 	 	100	%	 	 	180	%	 	 	180	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	PP Perf vs Board Plan
	 	 	[*]	%	 	 	[*]	%	 	 	[*]	%	 	 	[*]	%	 	 	[*]	%	 	 	[*]	%
	PP Bonus
	 	 	0 	%	 	 	1	%	 	 	50	%	 	 	100	%	 	 	180	%	 	 	180	%






Description of the Performance Vesting



50% on
[*] in 3 tranches:

During the budget process of each fiscal year, the compensation
committee will define [*] for the fiscal year. There will be three separate tranches for three fiscal years.
At the end of the fiscal year (the first being FY 2006), equity will
vest if the [*] have been achieved for the full fiscal year.



50% on
[*] in 3 tranches:

During the budget process of each fiscal year, the compensation committee will define [*] for the fiscal year. There will be three separate tranches for three fiscal years.
At the end of the fiscal year (the first being FY 2006), equity will
vest if the [*] have been achieved for the full fiscal year.















 






CONFIDENTIAL
TREATMENT REQUESTED BY BUSINESS OBJECTS S.A.



APPENDIX B




SPECIAL TAX PAYMENT




GROSS UP PAYMENT




     The following provisions are hereby incorporated into, and are hereby made a part of, that
certain employment offer letter by and between Business Objects S.A. (the “Company”) and



     John Schwartz (“Executive”) dated September 8, 2005 (the “Offer Letter”), and such provisions shall
be effective immediately. All capitalized terms in this Appendix, to the extent not otherwise
defined herein, shall have the meanings assigned to them in the Offer Letter.



     1. Special Tax Gross-Up. In the event that (i) any payment made by the Company to
Executive, whether pursuant to the Offer Letter or otherwise (each a “Payment”) is deemed, in the
opinion of the Independent Auditors or by the Internal Revenue Service, to constitute a parachute
payment under Section 280(G) of the Code and (ii) it is determined that the aggregate Present Value
(measured as of the Closing Date) of the Parachute Payment attributable to such Payment(s) exceeds
one hundred and ten percent (110%) of the Permissible Parachute Amount, then Executive shall be
entitled to receive from the Company a special tax payment (the “Gross-Up Payment”) in a dollar
amount determined pursuant to the following formula:



               X = Y ÷ [1 — (A + B + C)], where



               X is the total dollar payment of the Gross-Up Payment.



               Y is the total excise tax, together with all applicable interest and
penalties (collectively, the “Excise Tax”), imposed on the Executive
pursuant to Code Section 4999 (or any successor provision) with
respect to the excess parachute payment attributable to the
Payment(s).



               A is the Excise Tax rate in effect under Code Section 4999 for such
excess parachute payment,



               B is the highest combined marginal federal income and applicable state
income tax rate in effect for the Executive for the calendar year in
which the Gross-Up Payment is made, determined after taking into
account (i) the deductibility of state income taxes against federal
income taxes to the extent actually allowable for that calendar year
and (ii) any increase in effective tax rate due to the loss of
itemized deductions by reason of applicable phase-out limitations, and



               C is the applicable Hospital Insurance (Medicare) Tax Rate in effect
for the Executive for the calendar year in which the Gross-Up Payment
is made.



     2. Benefit Limit.



          A. Should it be determined that the aggregate Present Value (measured as of the Closing Date)
of the Parachute Payment attributable to the Payment(s) does not exceed one hundred and ten percent
(110%) of the Permissible Parachute Amount, then no Gross-Up Payment



 









 






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shall be made to Executive under Paragraph 1 of this Appendix. Instead, the limitations set
forth in this Paragraph 2 shall apply. Accordingly, the amount of the Payments otherwise due the
Executive shall be reduced to the extent necessary to assure that the aggregate Present Value of
the Payment(s) does not exceed the greater of the following dollar amounts (the “Benefit Limit”)



               a. the Permissible Parachute Amount, or



               b. the greatest after-tax amount payable to the Executive after taking into account any excise
tax imposed under Internal Revenue Code Section 4999 on the Payments.



     To effect such Benefit Limit, the following reductions shall be made to the Payments to which
the Executive is otherwise entitled, to the extent necessary to assure that such Benefit Limit is
not exceeded: first, any cash payments to which the Executive would otherwise be entitled shall be
reduced, then, any non-cash payments to which Executive would otherwise be entitled shall be
reduced in a manner determined by the Executive and acceptable to the Company.



          B. Any Gross-Up Payment shall be capped at, and may in no event exceed, two million dollars
($2,000,000).



          C. Any Gross-Up Payment shall only apply to a Change of Control occurring in the period
extending for one year following the latest date of grant of the Options, the Restricted Stock
Grants or the Replacement Awards under the Offer Letter.



     3. Definitions. For purposes of this Appendix, the following definitions shall be in effect:



          Average Compensation means the average of the Executive’s W-2 wages from the Company for the
five (5) calendar years or fewer number of calendar years completed immediately prior to the
calendar year in which the Change in Control is effected.



          Closing Date means the closing date of the Change in Control transaction pursuant to which the
Payments are made.



          Code means the Internal Revenue Code of 1986, as amended.



          Independent Auditors means a nationally-recognized public accounting firm mutually acceptable
to both the Company and the Executive.



          Parachute Payment means any payment or benefit in the nature of compensation which is made to
Executive in connection with the Acquisition and which is deemed to constitute a parachute payment
under Code Section 280G(b)(2) and the Treasury Regulations issued thereunder.



          Permissible Parachute Amount means a dollar amount equal to 2.99 times the Executive’s Average
Compensation.



          Present Value means the value, determined as of the Closing Date or other relevant date under
applicable Treasury Regulations, of any payment in the nature of compensation to which the
Executive becomes entitled in connection with the Acquisition or his subsequent termination,
including (without limitation) the Parachute Payment attributable to any of the Payments. The
Present Value of each such payment shall be determined in accordance with the provisions of Code
Section 280G(d)(4), utilizing a discount rate equal to one hundred twenty percent (120%) of the applicable
Federal rate in effect at the time of such determination, compounded semi-annually to the effective
date of the Acquisition.



Business Objects Americas . 3030 Orchard Parkway . San Jose . CA 95134

Tel: 408 953 6018 . Fax: 408 953 6302 . www.businessobjects.com