**Exhibit 10.25.3**
**BUSINESS OBJECTS S.A.**
**2001 STOCK INCENTIVE PLAN**
**SUBSIDIARY STOCK INCENTIVE SUB-PLAN**
**effective as of the date of the 2004 annual shareholders’ meeting**
     At the 2004 annual shareholders’ meeting, the shareholders of the Companyapproved the adoption of this Subsidiary Stock Incentive Sub-Plan as a sub-planunder the Company’s 2001 Stock Incentive Plan. The Subsidiary Stock IncentiveSub-Plan provides for the grant by the Trustee to Subsidiary Beneficiaries ofRestricted Stock or Performance Shares (both as defined below) at the directionof the Subsidiary Administrators.
     The terms and conditions of the Subsidiary Stock Incentive Sub-Plan areset out below.
**1. PURPOSES OF THE SUB-PLAN**
     The purposes of this Sub-Plan are to enable the Subsidiaries to attractand retain the best available personnel for positions of substantialresponsibility, to provide additional incentive to Subsidiary Beneficiaries andto promote the success of the Company’s worldwide business.
**2. DEFINITIONS**
     Initially capitalized terms shall have the meanings set forth in Section 2of the Parent Plan. In addition, the following definitions shall apply whenused in this Sub-Plan:
     (a) ***“Award*****”**means, individually or collectively, a grant under theSub-Plan of Restricted Stock, or Performance Shares.
     (b) ***“Award Agreement*****”**means the written agreement setting forth the termsand provisions applicable to each Award granted under the Sub-Plan. The AwardAgreement is subject to the terms and conditions of the Sub-Plan and the ParentPlan.
     (c) ***“Awarded Stock*****”**means the Shares subject to an Award.
     (d) ***“Parent Plan”***means the 2001 Stock Incentive Plan, as amended fromtime to time.
     (e) ***“Performance Share*****”**means a performance share Award granted to aSubsidiary Beneficiary pursuant to Section 8.
     (f) ***“Restricted Stock*****”**means Shares granted pursuant to Section 7 of theSub-Plan.
     (g) ***“Shareholders’ Authorizations”***means the approval in 2004 of theCompany’s shareholders regarding (i) the adoption of this Sub-Plan and (ii) theissuance of new shares, the subscription of which will be reserved for therelated Trust.
     (h) ***“Sub-Plan”***means this Subsidiary Stock Incentive Sub-Plan authorizedunder the Parent Plan.
     (i) ***“Sub-Plan Trust” or “Trust”***means the Business Objects EmployeeBenefit Sub-Plan Trust from which Awards may be issued to SubsidiaryBeneficiaries pursuant to this Sub-Plan.
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     (j) ***“Subsidiary”***means a “subsidiary corporation”, whether now orhereafter existing, as defined in Section 424(f) of the Code. A Subsidiaryshall not include a company incorporated under the laws of France.
     (k) ***“Subsidiary Administrator”***means the Board of Directors of aSubsidiary, or a designated committee thereof, as shall administer thisSub-Plan with respect to Subsidiary Beneficiaries of that Subsidiary, inaccordance with Section 4 of this Sub-Plan.
     (l) ***“Subsidiary Beneficiary”***means any person employed by a Subsidiary.Neither service as a Subsidiary Director nor payment of a director’s fee by theSubsidiary shall be sufficient to constitute “employment” by the Subsidiary.
     (m) ***“Subsidiary Board”***means the board of directors of a Subsidiary.
     (n) ***“Subsidiary Director”***means a member of the board of directors of aSubsidiary.
     (o) ***“Trustee”***means the trustee of the Sub-Plan Trust.
**3. STOCK SUBJECT TO THE SUB-PLAN**
     Pursuant to the Shareholders’ Authorizations approving the Sub-Plan andauthorizing the Board to issue new shares on one or more occasions to besubscribed by the Sub-Plan Trust for the purpose of granting Awards under theSub-Plan, the maximum number of new shares authorized by the shareholders to besubscribed by the Sub-Plan Trust is 2,500,000 Shares, provided that, in noevent may the number of Shares issuable under the Parent Plan and the number ofShares subscribed by the Sub-Plan Trust exceed the total number of Sharesauthorized to be issued under the Parent Plan (including as authorized thefuture automatic annual increases provided for in Section 3.1 of the ParentPlan) prior to the adoption of the Shareholders Authorizations. Pursuant tothe Shareholders’ Authorizations, the Share issuance price to the Sub-PlanTrust shall be decided by the Board or its Chairman and shall be equal to atleast 85% of the closing price in euros per Share on the last trading daypreceding the decision of issuance of the new shares by the Board or itsChairman, as quoted on the *Premier Marché*of Euronext Paris S.A. on or suchother Regulated Market on which the Shares are traded, as such prices arereported by Euronext Paris S.A. or such other source as the Board deemsreliable.
     If an Award is forfeited to or repurchased by the Trust, the forfeited orrepurchased shares which were subject thereto shall either (i) become availablefor future grant or sale under the Sub-Plan to Subsidiary Beneficiaries of thesame Subsidiary (unless the Sub-Plan has terminated), or (ii) at the directionof the Subsidiary Administrator, sold on a stock exchange with the proceedspaid to the Subsidiary.
**4. ADMINISTRATION OF THE SUB-PLAN**
**4.1 Procedure**. The Sub-Plan shall be administered by the Trustee. Withrespect to such administration, the Trustee shall follow the directions of theSubsidiary Administrators.
**4.2 Powers of the Subsidiary Administrators**. Subject to the provisions of theSub-Plan, U.S. Applicable Laws and other applicable laws, the SubsidiaryAdministrators shall have the authority, in their discretion, to instruct anddirect the Trustee with respect to the following actions:
 – to select the Subsidiary Beneficiaries to whom Awards may be granted hereunder; – to determine whether and to what extent Awards are granted hereunder; – to determine the number of Shares to be covered by each Award granted hereunder;
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 – to approve forms of agreement for use under the Sub-Plan; – to determine the terms and conditions, not inconsistentwith the terms and conditions of the Sub-Plan, of any Awardsgranted hereunder. Such terms and conditions include, but are notlimited to, the purchase price (if any), vesting schedules (whichmay be performance based), any vesting acceleration or waiver offorfeiture restrictions, and any restriction or limitationregarding any Award or the Shares relating thereto, based in eachcase on such factors as the Subsidiary Administrators, in theirsole discretion, shall determine; – to determine whether and to what extent Shares subject toan Award shall be distributed at a specific time after vesting; – to construe and interpret the terms of the Sub-Plan andAwards granted pursuant to the Sub-Plan; – to prescribe, amend and rescind rules and regulationsrelating to the Sub-Plan, including rules and regulations relatingto sub-plans established for the purpose of qualifying forpreferred tax treatment under applicable tax laws; – to modify or amend each Award (subject to Section 15.3 ofthe Sub-Plan); – to authorize the Trustee to execute on behalf of theSubsidiary any instrument required to effect the grant of an Awardpreviously decided by the Subsidiary Administrator; – to determine the terms and restrictions applicable toAwards, including without limitation the sale of Shares acquiredpursuant to an Award during certain periods or upon certain eventswhich the Subsidiary Administrator shall determine in its solediscretion; and – to make all other determinations deemed necessary oradvisable for administering the Sub-Plan.
**4.3 Effect of Subsidiary Administrator’s Decision; Effect of Trustee’sDecision**. The Subsidiary Administrator’s decisions, determinations andinterpretations shall be final and binding on the Trustee, subject to theprovisions of Section 15.3 of the Sub-Plan. The Trustee’s decisions,determinations and interpretations in accordance with the SubsidiaryAdministrator’s directions shall be final and binding on all SubsidiaryBeneficiaries.
**5. LIMITATION**
**5.1**Neither the Sub-Plan nor any Award shall confer upon a SubsidiaryBeneficiary any right with respect to continuing the Subsidiary Beneficiary’semployment with the Subsidiary, the Company or any Affiliated Company, norshall they interfere in any way with the Subsidiary or the SubsidiaryBeneficiary’s right, as the case may be, to terminate such employment at anytime, with or without cause.
**6. TERM OF SUB-PLAN**
**6.1**The amended Sub-Plan is effective and Awards may be granted as of the dateof the Sub-Plan’s approval by the Company’s shareholders in 2004. It shallcontinue in effect so long as the Parent Plan remains in effect, unlessterminated earlier.
**7. RESTRICTED STOCK.**
**7.1 Grant of Restricted Stock.**Subject to the terms and conditions of theSub-Plan, Restricted Stock may be granted by the Trustee to SubsidiaryBeneficiaries at any time as shall be determined by the SubsidiaryAdministrator, in its sole discretion and as thereafter communicated to theTrustee. The Subsidiary Administrator shall have complete discretion todetermine and instruct the Trustee as to (i) the number of Shares subject to aRestricted Stock award granted to any Subsidiary Beneficiary, and (ii) the
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conditions that must be satisfied, which typically will be based principally orsolely on continued provision of services but may include a performance-basedcomponent, upon which is conditioned the grant or vesting of Restricted Stock.Restricted Stock shall be granted by the Trustee in the form of units toacquire Shares from the Trust. Each such unit shall be the equivalent of oneShare for purposes of determining the number of Shares subject to an Award.Until the Shares vest and are distributed from the Trust, the Trust shall holdthe Shares subject to an Award.
**7.2 Other Terms.**The Subsidiary Administrator, subject to the provisions ofthe Sub-Plan, shall have complete discretion to determine the terms andconditions of Restricted Stock granted by the Trustee pursuant to the Sub-Plan.Restricted Stock grants shall be subject to the terms, conditions, andrestrictions determined by the Subsidiary Administrator and communicated to theTrustee at the time the Restricted Stock is awarded. The SubsidiaryAdministrator and hence the Trustee may require the recipient to sign aRestricted Stock Award agreement as a condition of the award. Any certificatesrepresenting the Shares of stock awarded shall bear such legends as shall bedetermined by the Subsidiary Administrator and communicated to the Trustee.
**7.3 Restricted Stock Award Agreement.**Each Restricted Stock grant shall beevidenced by an agreement that shall specify the purchase price (if any) andsuch other terms and conditions as the Subsidiary Administrator, in its solediscretion, shall determine and communicate to the Trustee; provided; however,that if the Restricted Stock grant has a purchase price, such purchase pricemust be paid no more than ten (10) years following the date of grant.
**8. PERFORMANCE SHARES.**
**8.1 Grant of Performance Shares**. Subject to the terms and conditions of theSub-Plan, Performance Shares may be granted by the Trustee to SubsidiaryBeneficiaries at any time as shall be determined by the SubsidiaryAdministrator, in its sole discretion and as thereafter communicated to theTrustee. The Subsidiary Administrator shall have complete discretion todetermine and instruct the Trustee as to (i) the number of Shares subject to aPerformance Share award granted to any Subsidiary Beneficiary, and (ii) theconditions that must be satisfied, which typically will be based principally orsolely on achievement of performance milestones but may include a service-basedcomponent, upon which is conditioned the grant or vesting of PerformanceShares. Performance Shares shall be granted by the Trustee in the form ofunits to acquire Shares from the Trust. Each such unit shall be the equivalentof one Share for purposes of determining the number of Shares subject to anAward. Until the Shares vest and are distributed from the Trust, the Trustshall hold the Shares subject to an Award.
**8.2 Other Terms.**The Subsidiary Administrator, subject to the provisions ofthe Sub-Plan, shall have complete discretion to determine the terms andconditions of Performance Shares granted by the Trustee pursuant to theSub-Plan. Performance Shares grants shall be subject to the terms, conditions,and restrictions determined by the Subsidiary Administrator and communicated tothe Trustee at the time the Performance Shares are awarded which may includesuch performance-based milestones as are determined appropriate by theSubsidiary Administrator. The Subsidiary Administrator and hence the Trusteemay require the recipient to sign a Performance Shares Award agreement as acondition of the award. Any certificates representing the Shares of stockawarded shall bear such legends as shall be determined by the SubsidiaryAdministrator and communicated to the Trustee.
**8.3 Performance Share Award Agreement.**Each Performance Share Award shall beevidenced by an agreement that shall specify such other terms and conditions asthe Subsidiary Administrator, in its sole discretion, shall determine andcommunicate to the Trustee.
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**9. NON-TRANSFERABILITY OF AWARDS**
     An Award may not be sold, pledged, assigned, hypothecated, transferred ordisposed of in any manner other than by will or by laws of descent ordistribution and may be exercised, during the lifetime of the SubsidiaryBeneficiary, only by the Subsidiary Beneficiary.
**10. LEAVES OF ABSENCE.**
     Unless the Subsidiary Administrator and Trustee provides otherwise or asotherwise required by Applicable U.S. Laws or other applicable laws, vesting ofAwards granted hereunder shall cease commencing on the ninety-first day of anyunpaid leave of absence and shall only recommence upon return to activeservice.
**11. VOTING RIGHTS.**
     Shares held in the Trust shall be voted by the Trustee, in its solediscretion, as it deems in the best interest of the Subsidiary Beneficiaries.
**12. DIVIDENDS AND TAX CREDITS.**
     Any dividends or tax credits applicable to Shares underlying Awards thatare held in the Trust shall be distributed or forfeited at the same time as theunderlying Shares, according to their vesting or distribution schedule.
**13. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION, DISSOLUTION, MERGER OR ASSET SALE**
**13.1 Changes in capitalization**. In the event of the carrying out by theCompany of any of the following financial operations:
 – issuance of shares to be subscribed for in cashor by set-off of existing indebtedness offered exclusively tothe shareholders, – capitalization of reserves, profits, issuancepremiums or the distribution of free shares (other thanpursuant to this Sub-Plan or similar awards), – issuance of bonds convertible or exchangeableinto 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 higherthan market value, as described in Article 174-9A of thedecree no. 67-236 of March 23, 1967,
the Company and the Subsidiary Administrator shall effect an adjustment of thenumber and the price of the Shares (if any) subject to Awards as to beappropriate and equitable or such other adjustment as may be determined toprevent diminution or enlargement of the Subsidiary Beneficiary’s rightshereunder. The Company shall issue to the Trust the number of Shares to carryout such adjustments within the limits defined by the Shareholder’sAuthorizations.
     The number of Shares which have been authorized for issuance under theSub-Plan as to which no Awards have yet been granted or which have beenreturned to the Sub-Plan upon cancellation or expiration of an Award shall beproportionately adjusted in the event the Company effects a share capitalincrease by
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way of incorporation of reserves, premiums or profits, resulting either inan increase of the nominal value of the shares or in a free allocation ofshares, or effects a reverse or forward stock split or a combination of shares.
**13.2 Dissolution or Liquidation**. In the event of the proposed dissolution orliquidation of the Company, the Trustee shall notify each SubsidiaryBeneficiary as soon as practicable prior to the effective date of such proposedtransaction. The Subsidiary Administrator in its discretion may direct theTrustee that any Trust repurchase option or forfeiture rights applicable to anyAward shall lapse 100%, and that the vesting of any Award shall accelerate100%, provided the proposed dissolution or liquidation takes place at the timeand in the manner contemplated. To the extent it has not been previouslyvested, an Award will terminate immediately prior to the consummation of suchproposed action.
**13.3 Change in Control – Restricted Stock and Performance Shares**. In the eventof a Change in Control of the Company, each outstanding Restricted Stock andPerformance Share award shall be assumed or an equivalent Restricted Stock orPerformance Share award substituted by the successor corporation or a Parent orSubsidiary of the successor corporation (or a trust thereof). In the eventthat the successor corporation refuses to assume or substitute for theRestricted Stock or Performance Share award, the Subsidiary Beneficiary shallfully vest in the Restricted Stock or Performance Share award including as toShares which would not otherwise be vested. For the purposes of thisparagraph, a Restricted Stock or Performance Share award shall be consideredassumed if, following the Change of Control, the award confers the right topurchase or receive, for each Share subject to the Award immediately prior tothe Change in Control, the consideration (whether stock, cash, or othersecurities or property) received in the Change in Control by holders of Sharesfor each Share held on the effective date of the transaction (and if holderswere offered a choice of consideration, the type of consideration chosen by theholders of a majority of the outstanding Shares); provided, however, that ifsuch consideration received was not solely ordinary shares of the successorcorporation, or its Parent, the Subsidiary Administrator and Trustee may, withthe consent of the successor corporation, provide for the consideration to bereceived, for each Share and each unit to acquire a Share subject to the Award,to be solely ordinary shares of the successor corporation or its Parent equalin fair market value to the per share consideration received by holders ofShares in the Change in Control.
**14. DATE OF GRANT**
     The date of grant of an Award shall be, for all purposes, the date onwhich the Trustee makes the determination granting such Award. Notice of thedetermination shall be provided to each Subsidiary Beneficiary within areasonable time after the date of such grant.
**15. AMENDMENT AND TERMINATION OF THE PLAN**
**15.1 Amendment and Termination**. The Subsidiary Administrator may at any timeamend, alter, suspend or terminate the Sub-Plan.
**15.2 Shareholder Approval**. The Company shall obtain shareholder approval ofany Sub-Plan amendment to the extent necessary and desirable to comply withapplicable laws, rules or regulations, including the requirements of anyexchange or quotation system on which the Shares or ADRs are listed or quoted).Such shareholder approval, if required, shall be obtained in such a manner andto such a degree as is required by the applicable laws, rules or regulations.
**15.3 Effect of Amendment or Termination**. No amendment, alteration, suspensionor termination of the Sub-Plan shall impair the rights of any SubsidiaryBeneficiary, unless mutually agreed otherwise
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between the Subsidiary Beneficiary and the Subsidiary Administrator, whichagreement must be in writing and signed by the Subsidiary Beneficiary and theSubsidiary Administrator.
**16. CONDITIONS UPON ISSUANCE OF SHARES**
**16.1 Legal Compliance**. Shares shall not be distributed from the Trust pursuantto an Award unless the delivery of such Shares shall comply with all relevantprovisions of law including, without limitation, the Law, the Securities Act of1933, as amended, the Exchange Act, the rules and regulations promulgatedthereunder, Applicable U.S. Laws and the requirements of any stock exchange orquotation system upon which the Shares may then be listed or quoted.
**16.2 Investment Representations**. As a condition to the grant or vesting of anAward or the Awarded Shares, the Subsidiary Beneficiary may be required torepresent and warrant that the Shares are being purchased only for investmentand without any present intention to sell or distribute such Shares if theTrustee and Subsidiary Administrator decide that such a representation isrequired.
**17. LIABILITY OF COMPANY AND SUBSIDIARY**
The inability of the Trust to obtain authority from any regulatory bodyhaving jurisdiction, which authority is deemed by the Subsidiary Administratorsto be necessary to the lawful distribution of any Shares hereunder, shallrelieve the Company and the Subsidiary of any liability in respect of theTrust’s failure to distribute such Shares as to which such requisite authorityshall not have been obtained.
**18. LAW AND JURISDICTION AND LANGUAGE**
This Sub-Plan shall be governed by and construed in accordance with thelaws of the nation in which the Subsidiary directing the Trustee to grant anAward has its principal place of business.
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