<PAGE>
As filed with the Securities and Exchange Commission on August 3, 1999
Registration Statement No. 333-________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
____________________
BUSINESS OBJECTS S.A.
(Exact name of Registrant as specified in its charter)
____________________
Republic of France None
------------------ ----
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1 Square Chaptal, Levallois-Perret, France 92300
(Address, including zip code, of Registrant's principal executive offices)
____________________
1995 INTERNATIONAL EMPLOYEE STOCK PURCHASE PLAN, AS AMENDED
-----------------------------------------------------------
FRENCH EMPLOYEE SAVINGS PLAN, AS AMENDED
----------------------------------------
1999 STOCK OPTION PLAN
----------------------
(Full titles of the Plans)
____________________
Clifton Thomas Weatherford
Chief Financial Officer
Business Objects Americas
2870 Zanker Road
San Jose, California 95134
(408) 953-6000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
____________________
Copy to:
Kenneth M. Siegel, Esq.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304-1050
(650) 493-9300
================================================================================
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------------------------------------
Proposed Maximum Proposed Maximum Amount of
Title of Securities Amount to be Offering Price Aggregate Registration
to be Registered Registered Per Share Offering Price Fee
<S> <C> <C> <C> <C>
Ordinary Shares, nominal value
one French franc per share (1)
1995 International Employee
Stock Purchase Plan 260,000 $37.09 $ 9,643,400(2) $ 2,680.87
French Employee Savings Plan 90,000 $37.09 $ 3,338,100(2) $ 928.00
1999 Stock Option Plan 875,000 $43.63 $38,176,250(3) $10,613.00
</TABLE>
(1) American Depository Shares evidenced by American Depository Receipts that
are issuable upon deposit of the Ordinary Shares with The Bank of New York
as Depository registered hereby have been registered pursuant to a separate
Registration Statement on Form F-6 (File No. 33-83164).
(2) Estimated in accordance with Rule 457(h) solely for the purpose of
calculating the registration fee, on the basis of $37.09 per share (85% of
$43.63, which was the average of the bid and ask closing price of the
Registrant's American Depository Shares on July 28, 1999).
(3) Estimated in accordance with Rule 457(h) solely for the purpose of
calculating the registration fee, on the basis $43.63 per share (the
average of the bid and ask closing price of the Registrant's American
Depository Shares on, July 28, 1999.)
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Explanatory Note
- ----------------
This Registration Statement on Form S-8 is being filed for the purpose of
registering (i) an additional 260,000 shares of the Registrant's Ordinary
Shares to be issued pursuant to the Registrant's 1995 International Employee
Stock Purchase Plan, as amended (the "1995 Plan"), (ii) an additional 90,000
shares to be issued under the Registrant's French Employee Savings Plan, as
amended (the "Savings Plan"), and (iii) 875,000 shares to be issued pursuant to
the Registrant's 1999 Stock Option Plan (the "1999 Option Plan"). The
Registration Statement on Form S-8 previously filed with the Securities and
Exchange Commission relating to the 1995 Plan and the Savings Plan (Commission
File No. 333-65571) is incorporated herein by reference.
Item 3. Incorporation of Documents by Reference.
---------------------------------------
The following documents and information heretofore filed with the
Securities and Exchange Commission (the "Commission") by the Registrant are
incorporated herein by reference:
1. The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1998 (which incorporates by reference certain portions
of the Registrant's definitive notice and proxy statement for its
fiscal 1998 Ordinary and Extraordinary Meeting of Shareholders).
2. The Registrant's Reports on Form 10-Q and Form 10-Q/A for the
quarterly period ended March 31, 1999.
3. The description of Registrant's Ordinary Shares, nominal value one
French franc per share, contained in the Registrant's Registration
Statement on Form 8-A (File No. 0-24720).
All documents subsequently filed by Registrant, and, to the extent provided
therein, any further documents subsequently furnished by the Registrant
(including Form 8-Ks), pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities and Exchange Act of 1934, prior to the filing of a post-effective
amendment which indicates that all securities offered under this registration
statement have been sold or which deregisters all securities then remaining
unsold hereunder, shall be deemed to be incorporated by reference herein and to
be part hereof from the date of filing of such documents.
Item 4. Description of Securities.
-------------------------
Not applicable.
Item 5. Interests of Named Experts and Counsel.
--------------------------------------
None.
II-1
<PAGE>
Item 6. Indemnification of Directors and Officers.
-----------------------------------------
The Registrant maintains liability insurance for its directors and
principal executive officers, including insurance against liabilities under the
Securities Act of 1933, as amended, pursuant to a written agreement with each of
its directors and officers.
Item 7. Exemption from Registration Claimed.
-----------------------------------
Not applicable.
Item 8. Index to Exhibits.
-----------------
Exhibit Description of Document
Number
3.1 Statuts or charter of the Registrant as amended on May 4, 1999
(English translation).
4.1(1) Form of Deposit Agreement, as amended on December 30, 1998, among
Business Objects S.A., the Bank of New York, as Depositary, and
holders from time to time of American Depositary Shares issued
thereunder (including Exhibit A thereto).
4.2 1995 International Employee Stock Purchase Plan, as amended.
4.3 French Employee Savings Plan, as amended (English translation).
4.4 1999 Stock Option Plan.
5.1 Opinion of Stibbe, Simont, Monahan, Duhot & Giroux as to the
validity of the Ordinary Shares.
23.1 Consent of Ernst & Young LLP, independent auditors.
23.2 Consent of Stibbe, Simont, Monahan, Duhot & Giroux (included in
Exhibit 5.1).
24.1 Powers of Attorney (included on signature page).
__________________
(1) Incorporated by Reference to Exhibit 4.0 to the Registrant's Annual Report
on Form 10-K (File No. 000-24720) filed with the Commission on March 23,
1999.
Item 9. Undertakings.
------------
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement to include any
material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement.
(2) That, for the purpose of determining liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
II-2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of San Jose, California, on July 30, 1999.
BUSINESS OBJECTS S.A.
By:/s/ Bernard Liautaud
--------------------
Bernard Liautaud,
Chairman, President and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Bernard Liautaud and Clifton T.
Weatherford and each of them, acting individually, as his attorney-in-fact, with
full power of substitution, for him and in any and all capacities, to sign any
and all amendments to this Registration Statement on this Form S-8 and to file
the same, with all exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, hereby ratifying and confirming all
that each of said attorneys-in-fact, or his substitute or substitutes, may do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-8 has been signed on July 30, 1999, by the
following persons in the capacities indicated.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ Bernard Liautaud Chairman of the Board, President and Chief July 30, 1999
- -------------------------- Executive Officer (Principal Executive
Bernard Liautaud Officer)
/s/ Clifton T. Weatherford Chief Financial Officer and Senior Group July 30, 1999
- -------------------------- Vice President (Principal Financial and
Clifton T. Weatherford Accounting Officer)
/s/ Bernard Charles Director July 30, 1999
- --------------------------
Bernard Charles
/s/ Philippe Claude Director July 30, 1999
- --------------------------
Philippe Claude
/s/ Vincent Worms Director July 30, 1999
- --------------------------
Vincent Worms
/s/ Arnold N. Silverman Director July 30, 1999
- --------------------------
Arnold N. Silverman
Director
- --------------------------
Albert Eisenstat
</TABLE>
<PAGE>
Index to Exhibits
-----------------
Exhibit Description of Document
Number
3.1 Statuts or charter of the Registrant as amended on May 4, 1999
(English translation).
4.1(1) Form of Deposit Agreement, as amended on December 30, 1998,
among Business Objects S.A., the Bank of New York, as
Depositary, and holders from time to time of American
Depositary Shares issued thereunder (including Exhibit A
thereto).
4.2 1995 International Employee Stock Purchase Plan, as amended.
4.3 French Employee Savings Plan, as amended (English translation).
4.4 1999 Stock Option Plan.
5.1 Opinion of Stibbe, Simont, Monahan, Duhot & Giroux as to the
validity of the Ordinary Shares.
23.1 Consent of Ernst & Young LLP, independent auditors.
23.2 Consent of Stibbe, Simont, Monahan, Duhot & Giroux (included in
Exhibit 5.1).
24.1 Powers of Attorney (included on signature page).
- -----------------------
(1) Incorporated by Reference to Exhibit 4.0 to the Registrant's Annual Report
on Form 10-K (File No. 000-24720) filed with the Commission on
March 23, 1999.
<PAGE>
Exhibit 3.1
BUSINESS OBJECTS S.A.
A French societe anonyme
with a share capital of FF. 17 412 069
Registered office : 1 Square Chaptal
92300 Levallois-Perret
Register of Commerce and Companies Nanterre B 379 821 994
________________
UP-DATED BY LAWS
May 4, 1999
<PAGE>
~ I ~
MEMORANDUM AND ARTICLES OF ASSOCIATION
--------------------------------------
TITLE I
-------
FORM - NAME - OBJECTS - REGISTERED OFFICE - DURATION
----------------------------------------------------
Article 1 - FORM
- ----------------
There is, between the owners of the shares hereinafter issued and of
those which could be subsequently issued, a corporation (societe anonyme),
governed by the law of July 24, 1966 on commercial companies and by the present
Memorandum and Articles of Association.
Article 2 - NAME
- ----------------
The name of the company is:
BUSINESS OBJECTS
In all deeds and documents emanating from the company and addressed to
third parties, this name must always be immediately preceded or followed by the
words "Societe anonyme" or the initials "S.A." and by the mention of the amount
of the capital.
Article 3 - OBJECTS
- -------------------
The objects of the company are, directly and indirectly, in France and
abroad:
- all operations relating to the design and the sale of products and
the rendering of services in the computer industries and in connected
industries;
- and generally, any financial, commercial, industrial, civil, real
estate or chattels operations related directly or indirectly to the above
activities and to any similar or connected activities as well as to any social
properties.
Directly and indirectly on its behalf or on behalf of third parties,
either alone, or with third parties, by way of creation of new companies,
contributions, partnership, subscription, purchase of securities or of social
rights, merger, association, or by way of subleasing of any properties or
rights.
<PAGE>
Article 4 - REGISTERED OFFICE
- -----------------------------
The registered office of the company is at:
1 Square Chaptal
92300 Levallois-Perret
It may be transferred to any other place within the same district
(departement) or any adjacent district by decision of the board of directors
subject to the ratification of this decision by the next ordinary general
meeting of the shareholders.
It may be transferred to any other place pursuant to a resolution of
the extraordinary general meeting of the shareholders.
Article 5 - DURATION
- --------------------
The duration of the company shall be of ninety nine (99) years from
the date of registration with the Register of Commerce and Companies, except in
the event of early dissolution or extension decided by the extraordinary meeting
of the shareholders.
*** *** ***
***
<PAGE>
TITLE II
--------
CAPITAL AND SHARES
------------------
Article 6 - CAPITAL
- -------------------
The capital of the company is of FF. 17 412 069;
It is divided into 17 412 069 shares of FF. 1 each.
Mr. Albert Eisenstat is a recipient of special advantages resulting from
the grant of 12,000 warrants each entitling to the subscription of one share, by
the shareholder meeting held on June 19, 1997. The special advantages consist in
(i) the granting of such warrants without payment as consideration and (ii) the
implementing of a fixed exercise price of FF55.328 per share corresponding to
the estimated value of a share as of April 25, 1997.
Mr. Albert Eisenstat is a recipient of special advantages resulting from
the grant of one warrant entitling to the subscription of 12,000 shares, by the
shareholder meeting held on June 21, 1995. The special advantages consist in (i)
the granting of such warrants without payment as consideration and (ii) the
implementing of a fixed exercise price of FF72.7875 per share corresponding to
the estimated value of a share as of April 25, 1995.
Mr. Vincent Worms is a recipient of special advantages resulting from
the grant of 12,000 warrants each entitling to the subscription of one share, by
the shareholder meeting held on June 19, 1997. The special advantages consist in
(i) the granting of such warrants without payment as consideration and (ii) the
implementing of a fixed exercise price of FF55.328 per share corresponding to
the estimated value of a share as of April 25, 1997.
Mr. Philippe Claude is a recipient of special advantages resulting from
the grant of 12,000 warrants each entitling to the subscription of one share, by
the shareholder meeting held on June 19, 1997. The special advantages consist in
(i) the granting of such warrants without payment as consideration and (ii) the
implementing of a fixed exercise price of FF55.328 per share corresponding to
the estimated value of a share as of April 25, 1997.
Mr. Arnold Silverman is a recipient of special advantages resulting from
the grant of 12,000 warrants each entitling to the subscription of one share, by
the shareholder meeting held on June 19, 1997. The special advantages consist in
(i) the granting of such warrants without payment as consideration and (ii) the
implementing of
<PAGE>
a fixed exercise price of FF55.328 per share corresponding to the estimated
value of a share as of April 25, 1997.
Mr. Arnold Silverman is a recipient of special advantages resulting from
the grant of 30,000 warrants each entitling to the subscription of one share, by
the shareholder meeting held on April 6, 1994. The special advantages consist in
(i) the granting of such warrants without payment as consideration and (ii) the
implementing of a fixed exercise price of FF5.518 per share corresponding to the
estimated value of a share as of January 31, 1993.
Mr. Bernard Charles is a recipient of special advantages resulting from
the grant of 25,000 warrants each entitling to the subscription of one share, by
the shareholder meeting held on June 18, 1998. The special advantages consist in
(i) the granting of such warrants without payment as consideration and (ii) the
implementing of a fixed exercise price of FF 96.66 per share corresponding to
the estimated value of a share as of June 18, 1998.
Mr. Albert Einsenstat is a recipient of special advantages resulting
from the grant of 15,000 warrants each entitling to the subscription of one
share, by the shareholder meeting held on June 18, 1998. The special advantages
consist in (i) the granting of such warrants without payment as consideration
and (ii) the implementing of a fixed exercise price of FF 96.66 per share
corresponding to the estimated value of a share as of June 18, 1998.
Mr. Arnold Silverman is a recipient of special advantages resulting from
the grant of 15,000 warrants each entitling to the subscription of one share, by
the shareholder meeting held on June 18, 1998. The special advantages consist in
(i) the granting of such warrants without payment as consideration and (ii) the
implementing of a fixed exercise price of FF 96.66 per share corresponding to
the estimated value of a share as of June 18, 1998.
Mr. Philippe Claude is a recipient of special advantages resulting from
the grant of 10,000 warrants each entitling to the subscription of one share, by
the shareholder meeting held on June 18, 1998. The special advantages consist in
(i) the granting of such warrants without payment as consideration and (ii) the
implementing of a fixed exercise price of FF 96.66 per share corresponding to
the estimated value of a share as of June 18, 1998.
Mr. Vincent Worms is a recipient of special advantages resulting from
the grant of 5,000 warrants each entitling to the subscription of one share, by
the shareholder meeting held on June 18, 1998. The special advantages consist in
(i) the granting of such warrants without payment as consideration and (ii) the
implementing of a fixed exercise price of FF 96.66 per share corresponding to
the estimated value of a share as of June 18, 1998.
Mr. Vincent Worms is a recipient of special advantages resulting from
the grant of 15,000 warrants giving the right to subscribe to 15,000 shares by
the shareholder
<PAGE>
meeting held on May 4, 1999. The special advantages consist in (i) the granting
of such warrants without payment as consideration and (ii) the implementing of a
fixed exercise price of FF 149.31 per share corresponding to the estimated value
of a share as of May 3, 1999.
Article 7 - FORM OF THE SHARES - TRANSFER OF SHARES
- ---------------------------------------------------
The shares must be in the registered form. The shares are entered into
accounts according to the provisions provided by law and regulations.
The ownership of the registered shares is evidenced by their
registration in registered accounts.
The shares entered into accounts are freely transferred by transfer
from one account to another.
Prior approval of the transferee is required only for partly paid-up
shares.
All costs resulting from the transfer shall be borne by the
transferee.
Shares with payments in arrears are not admitted to transfer.
Article 8 - RIGHTS AND OBLIGATIONS ATTACHED TO THE SHARES
- ---------------------------------------------------------
The rights and obligations attached to a share follow the share to any
transferee to whom it may be transferred and the transfer includes all the
payable and unpaid dividends and dividends to be payable, as well as, as the
case may be, the corresponding share in the reserve funds and provisions.
The ownership of the a share shall imply ipso facto the acceptance of
the present Memorandum and Articles of Association and of the decision of the
general meetings.
In addition to the right to vote which is attached by law to the
shares, each share carries a right to a share of corporate assets, of profits,
and of liquidation surplus, proportional to the number and nominal value of the
existing shares.
Each time it shall be necessary to hold a certain number of shares in
order to exercise a right, it will up be to the shareholder(s) missing such
number to take the necessary actions to group a sufficient number of shares.
The heirs, creditors, eligible parties or other representatives of a
shareholder cannot, for any reason whatsoever, request the affixing of the
assets of the company, or ask for their sharing or auction sale, or to interfere
in any manner in the management of the company ; they have, in order to exercise
their rights, to refer themselves to the inventories and to the resolutions of
the shareholders meetings.
<PAGE>
The company may require the repurchase, subject to the conditions set
forth in article 269-8 of the law of 24th July 1966, either of all of its shares
with a preferential dividend and no voting right, or of a category of such
shares, each category being determined by the date at which it has been issued.
Article 9 - PAYING UP OF THE SHARES
- -----------------------------------
The amount to be paid in cash for the subscription of the shares
issued with respect to an increase of capital shall be payable according to the
terms stipulated by the extraordinary general meeting of the shareholders.
The initial payment shall not be less than one half of the nominal
value of the shares at the time of the subscription ; it shall include the whole
issuing premium, if any.
The remainder, which shall be paid-up in one or several times within a
period of five years as from the date of completion of such increase of capital,
shall be called upon by the board of directors.
Each shareholder shall be notified of the amount to be paid and of the
date at which this amount shall fall due fifteen days at least before that date.
The shareholder who will not have paid at due date the amounts due on
his share(s) shall, automatically and without formal notice, owe to the company
an interest calculated day per day commencing on due date at the legal rate in
commercial matters increased by three points, without prejudice to the personal
proceedings that the company may institute against the defaulting shareholder
and to the acts of enforcement provided by law.
*** *** ***
***
<PAGE>
TITLE III
---------
MANAGEMENT OF THE COMPANY
-------------------------
Article 10 - BOARD OF DIRECTORS
- -------------------------------
The company is managed by a board of directors composed of individuals
or legal entities, the number of which is determined by the ordinary general
meeting of the shareholders within the limits of the law.
A legal entity must, at the time of its appointment, designate an
individual who will be its permanent representative on the board of directors.
The term of office of a permanent representative is the same as that of the
director he represents. When a legal entity dismisses its permanent
representative, it must at the same time provide for its replacement. The same
applies in case of death or resignation of the permanent representative.
Each director must own at least one share during his term of office.
If, at the time of his appointment, a director does not own the
required number of shares or if, during his term of office, he ceases to be the
owner thereof, he shall have a period of three months to purchase such number of
shares, in default of which he shall be automatically deemed to have resigned.
The directors are appointed for a term of three years. A year
corresponds to the period of time between two successive annual ordinary general
meetings of shareholders. The duties of a director shall terminate at the close
of the ordinary general meeting of shareholders which acts on the accounts of
the preceding financial year and is held in the year during which the term of
office of said director comes to an end.
The members of the board are renewed in rotation so that the renewal
be as equal as possible and in any case complete for each period of three years.
Renewal takes place according to seniority. However, when required, the ordinary
general meeting may resolve that the order of renewal will be set by a toss
drawn in a board meeting.
The directors may always be re-elected ; they may be revoked at any
time by decision of the general meeting of the shareholders.
In case of death or resignation of one or several directors, the board
of directors may make provisional appointments between two meetings of
shareholders.
The appointment(s) so made have to be ratified by the next general
meeting of shareholders.
<PAGE>
Should the meeting of the shareholders not ratify these provisional
appointments, this shall not affect the validity of the prior resolutions and
acts of the board of directors.
When the number of directors falls below the minimum required by law,
the remaining director(s) must immediately convene the ordinary general meeting
of the shareholders, in order to complete the membership of the board of
directors.
The director appointed in replacement of another director, whose term
of office has not come to its end shall remain in office only for the remaining
term of office of his predecessor.
A salaried employee of the company may be appointed as a director. His
employment contract shall correspond to a position actually held. In such case,
he shall not lose the benefit of his employment contract.
The number of directors bound to the company by an employment contract
may not exceed one third of the directors in office.
The number of directors who are more than seventy (70) years old may
not exceed one third of the directors in office. Should such quota be reached
during the director's term of office, the appointment of the oldest director
would be automatically terminated at the close of the nearest general meeting of
the shareholders.
Article 11 - MEETING OF THE BOARD
- ---------------------------------
11.1. The board of directors shall meet as often as required for the
interest of the company.
11.2. The meetings of the board of directors are convened by the
president. The convening may be made by any means, in oral or written form.
Moreover directors, representing one third at least of the members of
the board, may convene the board. In such case, they shall indicate the agenda
of the meeting.
When a work-committee (comite d'entreprise) has been formed, the
representatives of such committee, appointed in accordance with the provisions
of the Labor Code, shall be convened to all the meetings of the board of
directors.
The meetings of the board are held at the registered office or at any
other place, in France or abroad.
11.3. The board of directors may not transact business validly unless
at least half of its members are present.
<PAGE>
The resolutions of the board of directors shall be carried out at the
majority of the directors, present or represented.
It is specified that any and all decisions to grant options to
subscribe or to buy stock to a director holding an employment contract, to the
president or to the general manager of the Company, if this latter is a
director, pursuant to authority granted by the extraordinary general meeting,
pursuant to the provisions set forth in articles 208-1 and the following of the
Law of July 24, 1966 on commercial companies shall be adopted by the affirmative
vote of the majority of the directors present or represented at the Board
meeting, the interested director, and any other director to whom options to
subscribe or to buy stock may be granted, being conclusively refrained from
voting.
11.4. Any director may give to another director, by letter, cable or
telex, a proxy to be represented at a meeting of the board. However, each
director may only dispose of one proxy during each meeting.
11.5. The copies or extracts of the minutes of the board of directors
are validly certified by the president of the board of directors, a general
manager, the director temporarily delegated in the duties of president or by a
representative duly authorized for that purpose.
Article 12 - POWERS OF THE BOARD
- --------------------------------
The board of directors is vested with the most extensive powers to act
under all circumstances on behalf of the company, and to make any decisions
relating to all acts of administration and disposition. The board shall exercise
these powers within the limits of the purposes of the company, and of the powers
expressly granted by law to the general meetings of the shareholders.
Article 13 - GENERAL MANAGEMENT OF THE COMPANY
- ----------------------------------------------
The board of directors shall elect a president, who must be an
individual, from among its members. It shall determine his term of office, which
cannot exceed that of his office as director and may dismiss him at any time.
The board sets his remuneration.
The president of the board is responsible for the general management
of the company.
The president is vested with the most extensive powers to act under
all circumstances on behalf of the company within the limits of the goals of the
company, except for those powers expressly granted by law to the meetings of
shareholders and those specially reserved to the board of directors.
<PAGE>
The president of the board cannot be more than sixty five (65) years
old. Should the president reach this age limit during his term of office as
president, his office would automatically terminate. Subject to this provision,
the president of the board may always be reelected.
Article 14 - GENERAL MANAGER (Directeur General)
- ----------------------------
Upon proposal of the president, the board of directors may appoint one
or several individuals to assist the president as general manager. The general
manager(s) may be revoked at any time by the board of directors upon proposal of
the president.
In agreement with the president, the board of directors shall
determine the scope and the duration of the powers delegated to the general
manager. The board sets his remuneration. When a general manager is a director,
his term of office may not exceed that of his directorship.
As regards third parties, general managers have the same powers as the
president. The general managers are, among others, vested with the powers to
bring a matter to court.
Any general manager cannot be more than sixty-five (65) years old.
Should a general manager reach this age limit during his term of office as
general manager, his duties would automatically terminate. This term may be
prolonged however until the next meeting of the board during which the new
general manager will be appointed.
The board may appoint two general managers should the share capital be
of at least five hundred thousand (500,000) francs. Five general managers may be
appointed should the share capital be of at least ten million (10,000,000)
francs, provided that at least three of them are directors.
Article 15 - AGREEMENTS SUBJECT TO AUTHORIZATION
- ------------------------------------------------
15.1. Any sureties, endorsements and guarantees granted by the company
must be authorized by the board of directors as provided by law.
15.2. Any agreement to be entered into between the company and one of
its directors or general manager(s), whether directly or indirectly or through
an intermediary, must be submitted for the prior authorization of the board of
directors.
Such prior authorization is also required for agreements between the
company and another enterprise, should one of the directors or general managers
of the company be owner, partner with unlimited liability, manager, director,
general manager, member of the management committee (directoire) or supervisory
council (conseil de surveillance) of said enterprise.
<PAGE>
Such prior authorization shall be sought as provided by law.
Article 16 - PROHIBITED AGREEMENTS
- ----------------------------------
Directors, other than legal entities, are forbidden to contract, in
any form whatsoever, loans from the company, to secure an overdraft from it, as
a current account or otherwise, and to have the company guarantee or secure
their commitments toward third parties.
The same prohibition applies to general managers and to the permanent
representatives of legal entities which are directors. It also applies to
spouses, ascendants and descendants of the persons referred to in this article,
as well as to all interposed persons.
Article 17 - STATUTORY AUDITORS (Commissaires aux comptes)
- -------------------------------
Audits of the company shall be carried out, as provided by law, by one
or more statutory auditors legally entitled to be elected as such. When the
conditions provided by law are met, the company must appoint at least two
supervisory auditors.
Each statutory auditor shall be appointed by the ordinary general
meeting.
One or more deputy statutory auditors, who may be called to replace
the regular statutory auditors in the case of death, disability, resignation or
refusal to act of the latter, shall be appointed by an ordinary general meeting.
Should the general ordinary meeting of the shareholders fail to elect
a statutory auditor, any shareholder can claim in court that one be appointed,
provided that the President of the board of directors be duly informed. The term
of office of the statutory auditor appointed in court will end upon the
appointment of the statutory auditor(s) by the general ordinary meeting of the
shareholders.
*** *** ***
***
<PAGE>
TITLE IV
--------
MEETINGS OF SHAREHOLDERS
------------------------
Article 18
- ----------
The general meetings of shareholders shall be convened and held as
provided by law.
The meetings of shareholders are held at the registered office or at
any other place mentioned in the convening notices.
The right to take part in a general meeting of shareholders is subject
to the registration of the shareholder in the books of the company, at least one
business day prior to the date of the meeting.
A shareholder who cannot attend the meeting in person may choose
either :
- to give a proxy to another shareholder or to his/her spouse, or
- to vote by mail, or
- to send to the company a proxy without any indication of the name of
the representative;
within the terms and conditions provided by law and these by-laws.
To be taken into account, the proxies and the forms of vote by mail
must be deposited with the company at least one business day prior to the date
of the meeting.
Meetings of shareholders are presided over by the president of the
board of directors or in his absence, by a director specially authorized for
that purpose by the board. If no president has been appointed, the meeting
elects its president.
The two members of the meeting having the greatest number of votes and
who accept that role, are appointed as scrutineers. The officers of the meeting
appoint a secretary, who may be a non-shareholder.
An attendance sheet is drawn up, in accordance with the law.
The ordinary general meeting of the shareholders, upon first convening
notice, may transact business validly only if the shareholders present, or
represented, hold at least one fourth of the voting shares. Upon second
convening notice, the general meeting may transact business validly whatever the
number of shareholders present or represented.
<PAGE>
The resolutions of the ordinary general meeting shall be carried out
at the majority vote of the shareholders, present or represented.
The extraordinary general meetings of the shareholders, upon first
convening notice, may transact business validly only if the shareholders
present, or represented by proxy, hold at least one third of the voting shares.
Upon second convening notice, the extraordinary general meeting may transact
business validly only if the shareholders present or represented by proxy hold
at least one fourth of the voting shares.
The resolutions of the extraordinary general meeting shall be carried
out at a two third majority vote of the shareholders, present or represented.
The copies or extracts of the minutes of the meeting are certified by
the president of the board of directors, by a director acting as general
manager, or by the secretary of the meeting.
The ordinary and extraordinary meetings of shareholders exercise their
respective powers as provided by law.
*** *** ***
***
<PAGE>
TITLE V
-------
RESULTS OF THE COMPANY
----------------------
Article 19 - FINANCIAL YEAR
- ---------------------------
Each fiscal year is of one year beginning on January 1 and ending on
December 31.
Article 20 - PROFITS - LEGAL RESERVE FUNDS
- ------------------------------------------
Out of the profit of a fiscal year, reduced by prior losses if any, an
amount equal to at least 5 % thereof is first deducted in order to form the
legal reserve fund provided by law. This deduction is no longer required when
the legal reserve fund amounts to one tenth of the capital of the company.
Distributable profit is the profit of a fiscal year, reduced by prior
losses and by the deduction provided for in the preceding paragraph and
increased by the profits carried forward.
Article 21 - DIVIDENDS
- ----------------------
If there results a distributable profit from the accounts of the
fiscal year, as approved by the general meeting, the general meeting may decide
to allocate it to one or several reserve funds, the appropriation or use of
which it shall determine, or to carry it forward or to distribute it as
dividends.
Furthermore, after having established the existence of reserves which
it may dispose of, the general meeting may decide the distribution of amounts
paid out of such reserves. In such case, the payments shall be made. However,
the dividends shall be set off by priority on the distributable profit of the
financial year.
The general meeting shall determine the terms of payment of dividends;
failing such determination, these terms shall be determined by the board of
directors.
However, the dividends must be declared payable no more than nine
months following the close of the financial year.
The general meeting deciding upon the accounts of a fiscal year will
be entitled to grant to each shareholder, for all or part of the distributed
dividends, an option between payment in cash or in shares.
Similarly, should the ordinary general meeting resolve the
distribution of interim dividends pursuant to article 347 of the law of 24th
July 1966, it will be entitled
<PAGE>
to grant to each shareholder an interim dividend and, for all or part of the
said interim dividend, an option between payment in cash or in shares.
The offer of payment in shares, the price and the conditions as to the
issuing of such shares, together with the request for payment in shares and the
conditions of the completion of the capital increase will be governed by the law
and regulations.
When a balance sheet, drawn up during, or at the end of the fiscal
year, and certified by the statutory auditor(s), shows that the company, since
the close of the preceding fiscal year, after having made the necessary
depreciations and provisions and after deduction of the prior losses, if any, as
well as of the amounts which are to be allocated to the reserve fund provided by
law or by the by-laws, has made profits, the board of directors may resolve the
distribution of interim dividends prior to the approval of the accounts of the
fiscal year, and may determine the amount thereof and the date of such
distribution. The amount of such interim dividends cannot exceed the amount of
the profits as defined in this paragraph. In this case, the option described in
the preceding paragraph shall not be available.
*** *** ***
***
<PAGE>
TITLE VI
--------
DISSOLUTION - LIQUIDATION
-------------------------
Article 22 - PREMATURE DISSOLUTION
- ----------------------------------
The extraordinary general meeting may at any time declare the
dissolution of the company before the expiration of its stated duration under
the present Memorandum and Articles of Association.
Article 23 - LOSS OF ONE HALF OF THE CAPITAL OF THE COMPANY
- -----------------------------------------------------------
If, as a consequence of losses showed by the company's accounts, the
net assets (capitaux propres) of the company are reduced below one half of the
capital of the company, the board of directors must, within four months from the
approval of the accounts showing this loss, convene an extraordinary general
meeting of shareholders in order to decide whether the company ought to be
dissolved before its statutory term.
If the dissolution is not declared, the capital must, at the latest at
the end of the second fiscal year following the fiscal year during which the
losses were established and subject to the legal provisions concerning the
minimum capital of societes anonymes, be reduced by an amount at least equal to
the losses which could not be charged on reserves, if during that period the net
assets have not been restored up to an amount at least equal to one half of the
capital.
In the absence of the meeting of shareholders, or in the case where
this meeting has not been able to validly act, any interested party may
institute legal proceedings to dissolve the company.
Article 24 - EFFECT OF THE DISSOLUTION OF THE COMPANY
- -----------------------------------------------------
The company is in liquidation as soon as it is dissolved for any
reason whatsover. It continues to exist as a legal entity for the needs of this
liquidation until the liquidation is completed.
During the period of the liquidation, the general meeting shall retain
the same powers it exercised during the life of the company.
The shares shall remain transferable until the completion of the
liquidation proceedings.
The dissolution of the company is only valid vis a vis third parties
as from the date at which it is published at the register of commerce.
<PAGE>
Article 25 - APPOINTMENT OF LIQUIDATORS - POWERS
- ------------------------------------------------
Upon the expiration of the term of existence of the company or in the
case of its premature dissolution, the meeting of the shareholders shall decide
the method of liquidation and appoint one or several liquidators whose powers it
will determine. The liquidators will exercise their duties according to the law.
The appointment of the liquidator(s) terminates the offices of the directors.
Article 26 - LIQUIDATION - CLOSING
- ----------------------------------
After payment of the liabilities, the remaining assets shall be used
first for the payment to the shareholders of the amount paid for their shares
and not amortized.
The balance, if any, shall be divided among all the shareholders.
The shareholders shall be convened at the end of the liquidation in
order to decide on the final accounts, to discharge the liquidator from
liability for his acts of management and the performance of his office, and to
take notice of the closing of the liquidation.
The closing of the liquidation is published as provided by law.
*** *** ***
***
<PAGE>
TITLE VII
---------
NOTIFICATIONS
-------------
Article 27 - NOTIFICATIONS
- --------------------------
All notifications provided for in the present Memorandum and Articles
of Associations shall be made either by registered mail with acknowledgment of
receipt or by process server. Simultaneously a copy of the notification shall be
sent to the recipient by ordinary mail.
*** *** ***
***
<PAGE>
Exhibit 4.2
BUSINESS OBJECTS S.A.
1995 INTERNATIONAL EMPLOYEE STOCK PURCHASE PLAN,
AS OF MAY 4, 1999
The following constitute the provisions of the 1995 International Employee
Stock Purchase Plan of Business Objects S.A, as amended pursuant to the
extraordinary general meetings of shareholders of June 13, 1996, June 19, 1997,
June 18, 1998 and May 4, 1999.
1. Purpose. The purpose of the Plan is to provide employees of the Company
-------
and its Designated Subsidiaries with an opportunity to purchase Shares of
the Company through accumulated payroll deductions. It is the intention of the
Company to have the Plan qualify as an "Employee Stock Purchase Plan" under
Section 423 of the Internal Revenue Code of 1986, as amended. The provisions of
the Plan, accordingly, shall be construed so as to extend and limit
participation in a manner consistent with the requirements of that section of
the Code.
2. Definitions.
-----------
(A) "ADR" shall mean an American Depositary Receipt evidencing
---
American Depositary Shares corresponding to Shares.
(B) "ADS" shall mean an American Depositary Share corresponding to
---
Shares.
(C) "Board" shall mean the Board of Directors of Business Objects S.A.
-----
(D) "Code" shall mean the Internal Revenue Code of 1986, as amended.
----
(E) "Company" shall mean Business Objects S.A., a corporation
-------
organized under the laws of the Republic of France.
(F) "Compensation" shall mean all base straight time gross earnings
------------
and sales commissions, exclusive of payments for overtime, shift premium,
incentive compensation, incentive payments, bonuses and other compensation.
(G) "Custodian" shall mean Banque Paribas, or any successor or
---------
successors thereto.
(H) "Depositary" shall mean the Bank of New York, or any successor or
----------
successors thereto.
(I) "Designated Subsidiaries" shall mean the Subsidiaries which have
-----------------------
been designated by the Board from time to time in its sole discretion as
eligible to participate in the Plan.
(J) "Employee" shall mean any individual who is an Employee of the
--------
Company or a Designated Subsidiary for tax purposes. For purposes of the Plan,
the employment relationship shall be treated as continuing intact while the
individual is on sick leave or other leave of absence approved by the Company or
a Designated Subsidiary. Where the period of leave exceeds 90 days and the
individual's right to reemployment is not guaranteed either by statute or by
contract, the employment relationship will be deemed to have terminated on the
91st day of such leave.
(K) "Enrollment Date" shall mean the first day of each Offering
---------------
Period.
-1-
<PAGE>
(L) "Exercise Date" shall mean the last day of each Offering Period.
-------------
(M) "Fair Market Value" means, as of any date, the closing sale price
-----------------
for one Share or one ADS (or such other fraction of an ADS which corresponds to
one Share) (or the closing bid, if no sales were registered) as quoted on the
system or exchange with the greatest volume of trading of Shares or ADSs, as
reported is The Wall Street Journal, La Tribune, or such other source as the
Board deems reliable, on the last Trading Day prior to the first day of the
Offering Period, or on the last Trading Day of the Offering Period. When the
Fair Market Value is obtained in U.S. dollars, it shall be the Euro value of the
U.S. dollar value (which shall also be converted into French francs at the legal
rate for the period provided for by the laws and regulation in force) of one
Share, calculated on the basis of a noon buying rate reported on the Exercise
Date by the Federal Reserve Bank of New York (expressed in Euros per one (1)
U.S. dollar).
(N) "Offering Period" shall mean a period of approximately six (6)
---------------
months, commencing on the first Trading Day on or after April 1 and terminating
on the last Trading Day in the period ending the following September 30, or
commencing on the first Trading Day on or after October 1 and terminating on the
last Trading Day in the period ending the following March 31, at the beginning
of which an option may be granted and at the end of which an option may be
exercised pursuant to the Plan. The duration of Offering Periods may be changed
pursuant to Section 4 of this Plan.
(O) "Plan" shall mean this 1995 International Employee Stock Purchase
----
Plan.
(P) "Purchase Price" shall mean an amount equal to 85% of the Fair
--------------
Market Value of a Share on the Last Trading Day prior to the Enrollment Date or
to 85% of the Fair Market Value of a Share on the Exercise Date, whichever is
lower.
(Q) "Shares" shall mean Ordinary Shares with a nominal value of
French francs 1 each of the Company.
(R) "Reserves" shall mean the maximum number of Shares of Common Stock
--------
which have been authorized for issuance under the Plan pursuant to Section 12
hereof.
(S) "Subsidiary" shall mean a corporation, domestic or foreign, of
----------
which not less than 50% of the voting rights are held by the Company or a
Subsidiary, whether or not such corporation now exists or is hereafter organized
or acquired by the Company or a Subsidiary.
(T) "Trading Day" shall mean a day on which national stock exchanges
-----------
and the National Association of Securities Dealers Automated Quotation (NASDAQ)
System are open for trading.
(U) "Trust" shall mean the trust created by the Business Objects S.A.
-----
Employee Benefits Trust Agreement, attached hereto as Exhibit C.
(V) "Trustee" shall mean the trustee or trustees of the Trust.
-------
-2-
<PAGE>
3. Eligibility.
-----------
(A) Any Employee (as defined in Section 2(J)), who shall be employed
by the Company or a Designated Subsidiary on a given Enrollment Date shall be
eligible to participate in the Plan.
(B) Any provisions of the Plan to the contrary notwithstanding, no
Employee shall be granted an option under the Plan (i) to the extent,
immediately after the grant, such Employee (or any other person whose stock
would be attributed to such Employee pursuant to Section 424(d) of the Code)
would own capital stock of the Company and/or hold outstanding options to
purchase such stock possessing five percent (5%) or more of the total combined
voting power or value of all classes of the capital stock of the Company or of
any Subsidiary, or (ii) to the extent his or her rights to purchase stock under
all employee stock purchase plans of the Company and its Subsidiaries would
accrue at a rate which exceeds Twenty-Five Thousand Dollars ($25,000) worth of
stock (determined with reference to the fair market value of the ADSs at the
time such option is granted) for each calendar year in which such option is
outstanding at any time.
4. Offering Periods. The Plan shall be implemented by consecutive
----------------
Offering Periods with a new Offering Period commencing on the first Trading Day
on or after April 1 and October 1 each year, or on such other date as the Board
shall determine, and continuing thereafter until terminated in accordance with
Section 19 hereof. The Board shall have the power to change the duration of
Offering Periods (including the commencement dates thereof) with respect to
future offerings without shareholder approval if such change is announced at
least fifteen (15) days prior to the scheduled beginning of the first Offering
Period to be affected thereafter.
5. Participation.
-------------
(A) An eligible Employee may become a participant in the Plan by
completing a subscription agreement authorizing payroll deductions in the form
of Exhibit A to this Plan and filing it with the Company's or a Designated
Subsidiary's payroll office prior to the applicable Enrollment Date.
(B) Payroll deductions for a participant shall commence on the first
payroll following the Enrollment Date and shall end on the last payroll in the
Offering Period to which such authorization is applicable, unless sooner
terminated by the participant as provided in Section 10 hereof.
6. Payroll Deductions.
------------------
(A) At the time a participant files his or her subscription agreement,
he or she shall elect to have payroll deductions made on each pay day during the
Offering Period in an amount, together with amounts contributed under the
Company's Plan d'Epargne d'Entreprise (the "Employee Savings Plan"), not to
exceed ten percent (10%) of the Compensation which he or she receives on each
pay day during the Offering Period.
(B) All payroll deductions made for a participant shall be credited to
his or her account under the Plan and will be withheld in whole percentages
only. After the last payday in an Offering Period such payroll deductions shall
be transferred to the Trust as soon as practicable. Funds may be advanced by a
Designated Subsidiary to the Trust, or by the Trust to the Company, as necessary
or convenient under any applicable law or regulation. A participant may not
make any additional payments into his or her account, either with the Company, a
Designated Subsidiary, or the Trust.
(C) A participant may discontinue his or her participation in the Plan
as provided in Section 10 hereof, or may increase or decrease the rate of his or
her payroll deductions during the Offering Period by filing with the Company or
a Designated Subsidiary a new subscription agreement authorizing a change in
payroll deduction rate. The Board or board of directors of a Subsidiary, as the
case may be, may, in its discretion, limit the number of participation rate
changes during any Offering Period. The change in rate shall be effective with
the first full payroll period following five (5) business days after the
Company's or Designated Subsidiary's receipt of the new subscription agreement
unless the Company or Designated Subsidiary elects to process a given change in
participation more quickly. A participant's subscription agreement shall remain
in effect for successive Offering Periods unless terminated as provided in
Section 10 hereof.
-3-
<PAGE>
(D) Notwithstanding the foregoing, to the extent necessary to comply
with Section 423(b)(8) of the Code and Section 3(b) hereof, a participant's
payroll deductions may be decreased to 0%. Payroll deductions shall recommence
at the rate provided in such participant's subscription agreement at the
beginning of the first Offering Period which is scheduled to end in the
following calendar year, unless terminated by the participant as provided in
Section 10 hereof.
(E) At the time the option is exercised, in whole or in part, or at
the time some or all of the Company's Common Stock issued under the Plan is
disposed of, the participant must make adequate provision for the Company's or
Designated Subsidiary's federal, state, or other tax withholding obligations, if
any, which arise upon the exercise of the option or the disposition of the
Common Stock. At any time, the Company or Designated Subsidiary may, if
required by the laws of the country of residence of the participant, withhold
from the participant's compensation the amount necessary for the Company or
Designated Subsidiary to meet applicable withholding obligations, including any
withholding required to make available to the Company or Designated Subsidiary
any tax deductions or benefits attributable to sale or early disposition of
Common Stock by the Employee.
7. Grant of Option. On the Enrollment Date of each Offering Period, each
---------------
eligible Employee participating in such Offering Period shall be granted an
option to purchase on the Exercise Date of such Offering Period (at the
applicable Purchase Price) up to a number of Shares of the Company's Common
Stock (in the form of ADSs) determined by dividing such Employee's payroll
deductions accumulated and transferred to the Trust on or prior to such Exercise
Date by the applicable Purchase Price; provided that in no event shall an
Employee be permitted to purchase during each Offering Period more than 500
Shares, subject to adjustment as provided in Section 18 hereof; and provided
further, that such purchase shall be subject to the limitations set forth in
Sections 3(b) and 12 hereof. Exercise of the option shall occur as provided in
Section 8 hereof, unless the participant has withdrawn pursuant to Section 10
hereof, and shall expire on the last day of the Offering Period.
8. Exercise of Option. With respect to each Exercise Date, the Company
----------------
shall issue Shares to the Trust in accordance with Section 1.3 of the Trust,
sufficient to meet its obligations to participating Employees under the Plan.
Unless a participant withdraws from the Plan as provided in Section 10 hereof,
notice of exercise of his or her option shall be deemed to have been given by
the participant and his or her option for the purchase of Shares (in the form of
ADSs) shall be exercised automatically by the Trustee on the Exercise Date, and
the maximum number of full shares subject to such option shall be purchased for
such participant by the Trustee at the applicable Purchase Price with the
accumulated payroll deductions in his or her account with the Trust, and
transferred to the Custodian to be deposited by the Custodian with the
Depositary as ADSs; provided, however, no Shares shall be purchased which would
result in the Employee receiving a fractional ADS; any payroll deductions
accumulated in a participant's account which are not sufficient to purchase a
full ADS shall be retained in the participant's account for use in the
subsequent Offering Period, subject to earlier withdrawal by the participant as
provided in Section 10 hereof. Any other monies left over in a participant's
account (whether due to withdrawal by the participant from the Plan pursuant to
Section 10, termination of the Plan in accordance with Section 19, or otherwise)
after the Exercise Date shall be returned to the participant. During a
participant's lifetime, a participant's option to purchase ADSs hereunder is
exercisable only by him or her.
9. Delivery. As promptly as practicable after each Exercise Date on
--------
which a purchase of Shares occurs, the Trustee shall arrange the delivery of
ADSs to the Depositary by the Custodian representing the Shares purchased upon
exercise of options by the Trustee for the participating Employees.
10. Withdrawal; Termination of Employment.
-------------------------------------
(A) A participant may withdraw all but not less than all the payroll
deductions credited to his or her account with the Company or Designated
Subsidiary at any time prior to the transfer of funds made pursuant to Section
6(b) by giving written notice to the Company or Designated Subsidiary in the
form of Exhibit B to this Plan. All of the participant's payroll deductions
credited to his or her account will be paid to such participant promptly after
receipt of notice of withdrawal and such participant's option for the Offering
Period will be automatically terminated, and no further payroll deductions for
the purchase of ADSs will be made during the Offering Period. If a participant
withdraws from an Offering Period, payroll deductions will not resume at the
beginning of
-4-
<PAGE>
the succeeding Offering Period unless the participant delivers to the Company or
Designated Subsidiary a new subscription agreement.
(B) Upon a participant's ceasing to be an Employee (as defined in
Section 2(J) hereof) for any reason, he or she will be deemed to have elected to
withdraw from the Plan and the payroll deductions credited to such participant's
account during the Offering Period but not yet used to exercise the option will
be returned to such participant or, in the case of his or her death, to the
person or persons entitled thereto under Section 14 hereof, and such
participant's option will be automatically terminated; provided, however, that
any payroll deductions held by the Trust in an individual account for an
Employee shall be subject to the terms of such Trust. The preceding sentence
notwithstanding, a participant who receives payment in lieu of notice of
termination of employment shall be treated as continuing to be an Employee for
the participant's customary number of hours per week of employment during the
period in which the participant is subject to such payment in lieu of notice.
(C) A participant's withdrawal from an Offering Period will not have
any effect upon his or her eligibility to participate in any similar plan which
may hereafter be adopted by the Company or a Designated Subsidiary or in
succeeding Offering Periods which commence after the termination of the Offering
Period from which the participant withdraws.
11. Interest. No interest shall accrue on the payroll deductions of a
--------
participant in the Plan.
12. Stock.
-----
(A) The maximum number of Shares authorized for issuance under the
Plan shall be 325,000 shares, subject to adjustment upon changes in
capitalization of the Company as provided in Section 18 hereof. Capital
increases to meet the Company's obligations under the Plan shall be determined
and approved at extraordinary shareholders' meeting to be held at the same time
as the annual shareholders' meetings of the Company, as necessary.
(B) The Board shall from time to time reserve and issue to the Trust a
number of shares sufficient to meet its obligations under the current Offering
Period of the Plan. If on a given Exercise Date the number of shares with
respect to which options are to be exercised exceeds the number of Shares then
available under the Plan, the Company shall distribute all of the Shares
remaining available for purchase under the Plan to the Trust, which shall make a
pro rata allocation to the participating Employees.
(C) The participant will have no interest or voting rights in shares
covered by his or her option until such option has been exercised.
(D) ADSs to be delivered to a participant under the Plan will be
registered in the name of the participant or in the name of the participant and
his or her spouse, or in street name to be deposited with a broker.
13. Administration.
--------------
The Plan shall be administered by the Board (or a committee
thereof) or the board of directors of a participating Subsidiary (or a committee
thereof), as the case may be. Such board or committee shall have full and
exclusive discretionary authority to construe, interpret and apply the terms of
the Plan, to determine eligibility and to adjudicate all disputed claims filed
under the Plan with respect to any Employee of such Company or Subsidiary;
provided, however, that any such construction, interpretation, application,
determination and/or adjudication shall be subject to any terms, constructions,
conditions, provisions, interpretations, determinations, adjudications, or
decisions as may be adopted or made by the Board from time to time. Every
finding, decision and determination made by the Board or its committee shall, to
the full extent permitted by law, be final and binding upon all parties.
-5-
<PAGE>
14. Designation of Beneficiary.
--------------------------
(A) A participant, except for a participant who is an Employee of
Business Objects U.K., may file a written designation of a beneficiary who is to
receive any ADSs and cash, if any, from the participant's account under the Plan
in the event of such participant's death subsequent to an Exercise Date on which
the option is exercised but prior to delivery to such participant of such ADSs
and cash. In addition, a participant may file a written designation of a
beneficiary who is to receive any cash from the participant's account under the
Plan in the event of such participant's death prior to exercise of the option.
If a participant is married and the designated beneficiary is not the spouse,
spousal consent shall be required for such designation to be effective.
(B) Such designation of beneficiary may be changed by the participant
at any time by written notice. In the event of the death of a participant and
in the absence of a beneficiary validly designated under the Plan who is living
at the time of such participant's death, the Company shall cause such ADSs
and/or cash to be delivered to the executor or administrator of the estate of
the participant, or if no such executor or administrator has been appointed (to
the knowledge of the Company), the Company, in its discretion, may cause such
ADSs and/or cash to be delivered to the spouse or to any one or more dependents
or relatives of the participant, or if no spouse, dependent or relative is known
to the Company, then to such other person as the Company may designate.
15. Transferability. Neither payroll deductions credited to a
---------------
participant's account nor any rights with regard to the exercise of an option or
to receive ADSs under the Plan may be assigned, transferred, pledged or
otherwise disposed of in any way (other than by will, the laws of descent and
distribution or as provided in Section 14 hereof) by the participant. Any such
attempt at assignment, transfer, pledge or other disposition shall be without
effect, except that the Company may treat such act as an election to withdraw
funds from an Offering Period in accordance with Section 10 hereof.
16. Use of Funds. All payroll deductions received or held by the Company
------------
or Subsidiary under the Plan for its Employees may be used by the Company or
such Subsidiary, as the case may be, for any corporate purpose, and the Company
or Subsidiary shall not be obligated to segregate such payroll deductions.
Notwithstanding the preceding sentence, all payroll deductions transferred to
and held by the Trust shall be used solely by the Trust as specified in the
Trust agreement attached hereto as Exhibit C.
17. Reports. Individual accounts will be maintained for each
-------
participating Employee by the Company or the Designated Subsidiary as well as
the Trust. Statements of account will be given to participating Employees at
least annually, which statements will set forth the amounts of payroll
deductions, the Purchase Price, the number of ADSs purchased and the remaining
cash balance, if any, for the period covered by such statement.
18. Adjustments Upon Changes in Capitalization.
------------------------------------------
(A) Changes in Capitalization. Subject to any required action by the
-------------------------
shareholders of the Company, the Reserves shall be proportionately adjusted for
any increase or decrease in the number of issued Shares resulting from a stock
split, reverse stock split, combination or reclassification of the Shares, or
any other increase or decrease in the number of Shares 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 Board,
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 subject to an option.
(B) Dissolution or Liquidation. In the event of the proposed
--------------------------
dissolution or liquidation of the Company, the Offering Period and the Plan will
terminate immediately prior to the consummation of such proposed action and any
and all accumulated payroll deductions will be returned to the participating
Employees in accordance with Section 19(a), unless otherwise provided by the
Board.
-6-
<PAGE>
(C) Merger or Asset Sale. In the event of a proposed sale of all or
--------------------
substantially all of the assets of the Company, or the merger of the Company
with or into another corporation, each option under the Plan shall be assumed or
an equivalent option shall be substituted by such successor corporation or a
parent or subsidiary of such successor corporation, unless the Board determines,
in the exercise of its sole discretion and in lieu of such assumption or
substitution, to shorten the Offering Period then in progress by setting a new
Exercise Date (the "New Exercise Date") or to cancel each outstanding right to
purchase and refund all sums collected from participants during the Offering
Period then in progress. If the Board shortens the Offering Period then in
progress in lieu of assumption or substitution in the event of a merger or sale
of assets, the Board shall notify each participant in writing, at least ten (10)
business days prior to the New Exercise Date, that the Exercise Date for his
option has been changed to the New Exercise Date and that his option will be
exercised automatically on the New Exercise Date, unless prior to such date he
has withdrawn from the Offering Period as provided in Section 10 hereof. For
purposes of this paragraph, an option granted under the Plan shall be deemed to
be assumed if, following the sale of assets or merger, the option confers the
right to purchase, for each share of option stock subject to the option
immediately prior to the sale of assets or merger, the consideration (whether
stock, cash or other securities or property) received in the sale of assets or
merger by holders of Shares for each Share held on the effective date of the
transaction (and if such 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 sale of
assets or merger was not solely common stock of the successor corporation or its
parent (as defined in Section 424(e) of the Code), the Board may, with the
consent of the successor corporation, provide for the consideration to be
received upon exercise of 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 and the sale of assets or
merger.
The Board may, if it so determines in the exercise of its sole discretion,
also make provision for adjusting the Reserves in the event the Company effects
one or more reorganizations, recapitalization, rights offerings or other
increases or reductions of shares of its outstanding Common Stock, and in the
event of the Company being consolidated with or merged into any other
corporation.
19. Amendment or Termination.
------------------------
(A) The Board, but not the board of directors of a Subsidiary, may at
any time and for any reason terminate or amend the Plan. Except as provided in
Section 18 hereof, no such termination can affect options previously granted,
provided that an Offering Period may be terminated by the Board on any Exercise
Date if the Board determines that the termination of the Plan is in the best
interests of the Company and its shareholders. In the event that an Offering
Period is terminated (or the Plan is terminated during an Offering Period), any
and all accumulated payroll deductions shall be returned to the participating
Employees. Except as provided in Section 18 hereof, no amendment may make any
change in any option theretofore granted which adversely affects the rights of
any participant. To the extent necessary to comply with Rule 16b-3 or under
Section 423 of the Code (or any successor rule or provision or any other
applicable law or regulation), the Company shall obtain shareholder approval in
such a manner and to such a degree as required.
(B) Without shareholder consent and without regard to whether any
participant rights may be considered to have been "adversely affected," the
Board (or its committee) shall be entitled to change the Offering Periods, limit
the frequency and/or number of changes in the amount withheld during an Offering
Period, establish the exchange ratio applicable to amounts withheld in a
currency other than U.S. dollars, permit payroll withholding in excess of the
amount designated by a participant in order to adjust for delays or mistakes in
the Company's or Designated Subsidiary's processing of properly completed
withholding elections, establish reasonable waiting and adjustment periods
and/or accounting and crediting procedures to ensure that amounts applied toward
the purchase of Common Stock for each participant properly correspond with
amounts withheld from the participant's Compensation, and establish such other
limitations or procedures as the Board (or its committee) determines in its sole
discretion advisable which are consistent with the Plan.
20. Notices. All notices or other communications by a participant to the
-------
Company or Designated Subsidiary under or in connection with the Plan shall be
deemed to have been duly given when received in the form specified by the
Company or Designated Subsidiary at the location, or by the person, designated
by the Company or Designated Subsidiary for the receipt thereof.
-7-
<PAGE>
21. Conditions Upon Issuance. Neither Shares nor ADSs or ADRs shall be
------------------------
issued with respect to an option unless the exercise of such option and the
issuance and delivery of such ADSs or ADRs pursuant thereto, as well as the
issuance of shares from the Company to the Trust and the transfer of shares from
the Trust to the Custodian, shall comply with all applicable provisions of law,
domestic or foreign, including, without limitation, the Securities Act of 1933,
as amended, the Securities Exchange Act of 1934, as amended, and the rules and
regulations promulgated thereunder, French Law No. 66-537 of July 24, 1966
relating to commercial companies, and the requirements of any stock exchange
upon which the Shares or ADSs 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 or Trustee may
require the person exercising such option to represent and warrant at the time
of any such exercise that the ADSs are being purchased only for investment and
without any present intention to sell or distribute such ADSs if, in the opinion
of counsel for the Company, such a representation is required by any of the
aforementioned applicable provisions of law.
22. 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
shareholders of the Company. It shall continue in effect for a term of ten (10)
years unless sooner terminated under Section 19 hereof.
23. Governing Law and Jurisdiction. This Plan shall be governed by and
------------------------------
construed in accordance with the laws of the State of California, except for
that body of law pertaining to conflicts of laws.
-8-
<PAGE>
Exhibit A
---------
BUSINESS OBJECTS S.A.
---------------------
1995 INTERNATIONAL EMPLOYEE STOCK PURCHASE PLAN
PARTICIPATION AGREEMENT
[U.S. Employees Only]
_____ Original Application Enrollment Date: __________
_____ Change in Payroll Deduction Rate
_____ Change of Beneficiary(ies)
1. _____________________________________ hereby elects to participate in the
Business Objects S.A. 1995 International Employee Stock Purchase Plan (the
"International Employee Stock Purchase Plan") and to purchase ADSs of the
Company in accordance with this Participation Agreement and the
International Employee Stock Purchase Plan.
2. I hereby authorize the Company or any Designated Subsidiary of which I am
an Employee to make payroll deductions from each paycheck in the amount of
____% of my Compensation on each payday (together with amounts contributed
under the Employee Savings Plan, not to exceed 10%) during the Offering
Period in accordance with the International Employee Stock Purchase Plan.
(Please note that only whole percentages are permitted.)
3. I understand that said payroll deductions shall be accumulated for the
purchase of ADSs at the applicable Purchase Price determined in accordance
with the International Employee Stock Purchase Plan. I understand that if
I do not withdraw from an Offering Period, any accumulated payroll
deductions will be used by the Trustee to automatically exercise my option.
4. I have received a copy of the complete "International Employee Stock
Purchase Plan." I understand that my participation in the International
Employee Stock Purchase Plan is in all respects subject to the terms of the
Plan. I understand that the grant of the option by the Company under this
Participation Agreement may be subject to obtaining shareholder approval of
the International Employee Stock Purchase Plan, any Exhibit thereto and/or
any amendment thereto.
5. ADSs purchased for me under the Employee Stock Purchase Plan should be
issued in the name(s) of (Employee or Employee and Spouse Only):
__________________________________________
6. I understand that if I dispose of any ADSs received by me pursuant to the
Plan within 2 years after the Enrollment Date (the first day of the
Offering Period during which I purchased such ADSs), I will be treated for
United States federal income tax purposes (if subject to such taxes) as
having received ordinary income at the time of such disposition in an
amount equal to the excess of the fair market value of the ADSs at the time
such ADSs were purchased by me over the price which I paid for the ADSs. I
-
hereby agree to notify the Company in writing within 30 days after the date
---------------------------------------------------------------------------
of any disposition of ADSs and I will make adequate provision for Federal,
--------------------------------------------------------------------------
state or other tax withholding obligations, if any, which arise upon the
------------------------------------------------------------------------
disposition of the ADSs. The Company or any of its Subsidiaries may, but
-----------------------
will not be obligated to, withhold from my compensation the amount
necessary to meet any applicable withholding obligation including any
withholding necessary to make available to the Company or any of its
Subsidiaries any tax deductions or benefits attributable to sale or early
disposition of ADSs by me. If I dispose of such ADSs at any time after the
expiration of the 2-year holding period, I understand that I will be
treated for United States federal income tax purposes as having received
income only at the time of such disposition, and that such income will be
taxed as ordinary income only to the extent of an amount equal to the
lesser of (1) the
-9-
<PAGE>
excess of the fair market value of the ADSs at the time of such disposition
over the purchase price which I paid for the ADSs, or (2) 15% of the fair
market value of the ADSs on the first day of the Offering Period. The
remainder of the gain, if any, recognized on such disposition will be taxed
as capital gain.
7. I hereby agree to be bound by the terms of the International Employee Stock
Purchase Plan. The effectiveness of this Participation Agreement is
dependent upon my eligibility to participate in the International Employee
Stock Purchase Plan.
8. In the event of my death, I hereby designate the following as my
beneficiary(ies) to receive all payments and ADSs due me under the Employee
Stock Purchase Plan:
NAME: (Please print) ___________________________________________________________
(First) (Middle) (Last)
__________________________ _____________________________________
Relationship to Employee (Address)
_____________________________________
(Address)
NAME: (Please print) ___________________________________________________________
(First) (Middle) (Last)
__________________________ _____________________________________
Relationship to Employee (Address)
_____________________________________
(Address)
Employee's Social
Security Number: _____________________________________
Employee's Address: _____________________________________
_____________________________________
I UNDERSTAND THAT THIS PARTICIPATION AGREEMENT SHALL REMAIN IN EFFECT THROUGHOUT
SUCCESSIVE OFFERING PERIODS UNLESS TERMINATED BY ME.
Dated: ___________________ _____________________________________
Signature of Employee
_____________________________________
Spouse's Signature
(If beneficiary other than spouse)
-10-
<PAGE>
Exhibit A-1
-----------
BUSINESS OBJECTS S.A.
---------------------
1995 INTERNATIONAL EMPLOYEE STOCK PURCHASE PLAN
PARTICIPATION AGREEMENT
[Non-U.S. Employees]
_____ Original Application Enrollment Date: __________
_____ Change in Payroll Deduction Rate
1. _____________________________________ hereby elects to participate in the
Business Objects S.A. 1995 International Employee Stock Purchase Plan (the
"International Employee Stock Purchase Plan").
2. I hereby authorize the Company or any Designated Subsidiary of which I am
an Employee to make payroll deductions from each paycheck in the amount of
____% of my Compensation on each payday (together with amounts contributed
under the Company's Employee Savings Plan, not to exceed 10%) during the
Offering Period in accordance with the International Employee Stock
Purchase Plan. (Please note that only whole percentages are permitted.)
3. I understand that said payroll deductions shall be accumulated in order to
exercise the option(s) granted to me pursuant to the International Employee
Stock Purchase Plan and to purchase ADSs representing Shares at the
applicable Purchase Price determined in accordance with the International
Employee Stock Purchase Plan. I understand that if I do not elect to
withdraw from an Offering Period, any accumulated payroll deductions will
be used by the Trustee to automatically exercise my option.
4. I have received a copy of the complete International Employee Stock
Purchase Plan. I understand that my participation in the International
Employee Stock Purchase Plan is in all respects subject to the terms of the
Plan. I understand that the grant of the option by the Company under this
Participation Agreement may be subject to obtaining shareholder approval of
the International Employee Stock Purchase Plan, any Exhibit thereto and/or
any amendment thereto.
5. ADSs purchased for me under the Employee Stock Purchase Plan should be
issued in the name of (Employee Only):
__________________________________________
6. I understand that, notwithstanding any other provision of this
Participation Agreement or the International Employee Stock Purchase Plan:
(A) neither the International Employee Stock Purchase Plan nor this
Participation Agreement shall form any part of any contract of
employment between the Company or any Designated Subsidiary and any
Employees of any such company, and it shall not confer on any
participant any legal or equitable rights (other than those
constituting the Options themselves) against the Company or any
Designated Subsidiary, directly or indirectly, or give rise to any
cause of action in law or in equity against the Company or any
subsidiary;
(B) the benefits to participants under the Plan shall not form any part of
their wages, pay or remuneration or count as wages, pay or
remuneration for pension fund or other purposes;
(C) in no circumstances shall any Employee on ceasing to hold his or her
office or employment by virtue of which he or she is or may be
eligible to participate in the International Employee Stock Purchase
Plan be entitled to any compensation for any loss of any right or
benefit or prospective
-11-
<PAGE>
right or benefit under the Plan, which he might otherwise have
enjoyed, whether such compensation is claimed by way of damages for
wrongful dismissal or other breach of contract or by way of
compensation for loss of office or otherwise."
(D) the Company expressly retains the right to terminate the International
Employee Stock Purchase Plan at any time and that I will have no right
to continue to receive option grants under the International Employee
Stock Purchase Plan in such event.
7. I understand that I may be subject to taxation as a result of my
participation under the International Employee Stock Purchase Plan. I have
consulted any tax advisors in connection with my participation under the
International Employee Stock Purchase Plan that I deem advisable, and have
not relied on the Company for tax advice.
8. I hereby agree to be bound by the terms of the International Employee Stock
Purchase Plan. The effectiveness of this Participation Agreement is
dependent upon my eligibility to participate in the International Employee
Stock Purchase Plan.
I UNDERSTAND THAT THIS PARTICIPATION AGREEMENT SHALL REMAIN IN EFFECT THROUGHOUT
SUCCESSIVE OFFERING PERIODS UNLESS TERMINATED BY ME.
Employee's Taxpayer
Identification Number: ___________________________________
Employee's Address: ___________________________________
___________________________________
___________________________________
Dated: ___________________ ___________________________________
Signature of Employee
-12-
<PAGE>
Exhibit B
---------
BUSINESS OBJECTS S.A.
---------------------
1995 INTERNATIONAL EMPLOYEE STOCK PURCHASE PLAN
NOTICE OF WITHDRAWAL
The undersigned participant in the Offering Period of the Business Objects
S.A. 1995 International Employee Stock Purchase Plan which began on
___________ 19____ (the "Enrollment Date") hereby notifies the Company or
Designated Subsidiary that he or she hereby withdraws from the Offering Period.
He or she hereby directs the Company or Designated Subsidiary to pay to the
undersigned as promptly as practicable all the payroll deductions credited to
his or her account with the Company or Designated Subsidiary with respect to
such Offering Period. The undersigned understands and agrees that his or her
Option for such Offering Period will be automatically terminated. The
undersigned understands further that no further payroll deductions will be made
for the purchase of ADSs in the current Offering Period and the undersigned
shall be eligible to participate in succeeding Offering Periods only by
delivering to the Company or Designated Subsidiary a new Participation
Agreement.
Name and Address of Participant:
_______________________________
_______________________________
_______________________________
Signature:
_______________________________
Date: _________________________
<PAGE>
EXHIBIT 4.3
Company Savings Plan, as amended
Business Objects S.A.
_________________________________________________
By:
Business Objects S.A., headquartered at 1 Square Chaptal, 92300 LeVallois -
Perret, represented by Mr. Bernard Liautaud, acting in his
capacity as Chairman of the Board of Directors.
It shall be recalled that an Employee Savings Plan (the Savings Plan) was
established on July 4, 1991, and was effective as of January 1, 1991. Its
purpose is to enable employees of the Company to participate, with the Company's
help, in the establishment of a collective portfolio of investment securities.
The Savings Plan rules state that the amounts contributed to the Savings Plan
may be used to acquire securities issued by the Company, subject to the terms
and conditions defined by the shareholders of the Company and its Board of
Directors. Shares issued by the Company are to be subscribed directly by each of
the participating employees.
In order to simplify the administration of the Savings Plan, the Company
resolved to implement a Company Mutual Fund (Fonds Common de Placement
d'Entreprise) and therefore to amend the rules of the Savings Plan.
Now therefore the rules of the Savings Plan, which replace and supersede
the rules of the Savings Plan dated November 16, 1995, are as follows, it being
specified that the rules of the Savings Plan dated November 16, 1995 shall
survive and remain in full force with respect to shares of the Company issued
prior to the date of this Savings Plan.
-------------------------------------------
I
BENEFICIARIES
-------------------------------------------
ARTICLE 1: Participating employees
1.1 All employees of the Company are eligible to participate in the
Savings Plan; provided they have been employed by the Company for at least six
(6) months on the date they enroll in the Savings Plan.
1.2 Former employees who have retired or taken an early retirement, and
who enrolled in the Plan prior to such retirement or early retirement, may
continue to make contributions, provided they have not closed out their account.
<PAGE>
1.3 No employee contribution, except for incentive-plan disbursements
("interessement") can be made on or after the date on which the employee ceases
to be employed by the Company for any reason other than retirement or early
retirement.
ARTICLE 2: Participation Requirements
2.1 Voluntary Participation
-----------------------
Each employee voluntarily participating in the Savings Plan pursuant to
Article 4.2, fills out a participation form provided by the personnel
department. A sample form is attached hereto.
By purchasing shares in the Company Mutual Fund Business Objects
Actionnariat or purchase of shares in the mutual funds Selection 900 and
Selection 903, a participant automatically adheres to the rules of the Savings
Plan. Such adhesion is formalized by remitting the subscription form to the
personnel department.
2.2 Mandatory Participation
-----------------------
Since amounts in the special profit-sharing reserve ("reserve speciale de
participation") are mandatorily deposited into the Savings Plan pursuant to the
rider to the profit-sharing agreement signed on November 16, 1995, no individual
participation formality is required in this regard.
-------------------------------------------
II
CONTRIBUTIONS TO THE PLAN
-------------------------------------------
ARTICLE 3: Funding of the Savings Plan
The Savings Plan is funded by:
-- the annual contribution, on behalf of the employees, of the special
profit-sharing reserve;
-- voluntary contributions by employees, made in accordance with
Article 4;
-- supplemental contributions by the Company,if any; and
-- the reinvestment of revenues and capital gains from investments made
in the Savings Plan.
ARTICLE 4: Voluntary Employee Contributions
4.1 Incentive-plan Contributions ("interessement")
----------------------------------------------
Each participant may decide to apply to the Savings Plan all or part of the
incentive-plan disbursement he/she is allotted pursuant to the Company's
incentive-plan agreement.
-2-
<PAGE>
Upon each incentive-plan disbursement, the recipient employees must, within
15 days of receiving the individual incentive-plan statement, inform the
personnel office of the amount they wish to contribute to the Savings Plan.
Incentive-plan disbursements contributed to the Savings Plan are exempt
from income tax, up to an amount equal to half of the social security ceiling.
Incentive-plan disbursements are subject to the Cotisation Sociale Generalisee
and the Contribution au Remboursement de la Dette Sociale, even if partially or
fully contributed to the Savings Plan. As a result, such taxes are withheld from
the incentive-plan disbursement before contribution to the Savings Plan.
4.2 Periodic Contributions Resulting from an Annual Savings Agreement
-----------------------------------------------------------------
Any employee who wishes to make voluntary contributions pursuant to an
annual savings agreement shall state the annual amount of his/her contribution
upon enrolling in the Savings Plan. This annual amount may be increased or
decreased at the beginning of each calendar year. The minimum annual amount is
1,000 francs.
The employee's annual contribution, divided by four, is deducted from his
or her salary in the last month of each quarter. These quarterly contributions
may be suspended, increased, or decreased during the year, provided that the
personnel department is notified before the 5th day of the month for which the
suspension, increase or decrease is to occur.
4.3 Non-periodic Contributions
--------------------------
Outside the framework of any annual savings agreement, employees may
subscribe shares of the mutual funds Selection 900 and Selection 903, as well as
shares of the Company Mutual Fund Business Objects Actionnariat if and when an
offering period is open, either by making a payment in cash or by direct
deduction from their salary. Participants may also purchase shares of the
Company Mutual Fund Business Objects Actionnariat by contributing shares of the
Company which they subscribes prior to the effective date of this Savings Plan.
4.4 Annual Limit on Voluntary Contributions
----------------------------------------
By law, total contributions during any one calendar year may not exceed one
fourth of the employee's gross annual salary. The calculation of maximum annual
contributions includes incentive-plan contributions and periodic and non-
periodic voluntary contributions as defined in Articles 4.1, 4.2 and 4.3 above.
The special profit-sharing reserve, however, is not included in this
calculation.
ARTICLE 5: Management Costs
The Company is responsible for:
-- the cost of maintaining the individual savings accounts;
-- the setup fees for Mutual Funds to which Savings Plan contributions
are made;
-- the cost of holding the Company's securities;
-3-
<PAGE>
-- the administrative and financial management commissions payable to
the management company of the Company Mutual Fund Business Objects
Actionnariat; and
-- the securities trading costs, statutory auditors costs and more
generally all transaction costs relating to the Company Mutual Fund
Business Objects Actionnariat.
The annual administrative and financial management commissions payable to
the management company relating to Selection 900 and Selection 903 shall remain
the responsibility of the employees participating in the Savings Plan, as are
the stock exchange costs related to arbitrage on securities issued by the
Company.
-------------------------------------------
III
INVESTMENT OF
AMOUNTS CONTRIBUTED
-------------------------------------------
ARTICLE 6: Management of the Funds
6.1 Investment Choices Offered
--------------------------
Amounts received by the Savings Plan are credited to the individual account
opened in the name of the participating employee at Banque Worms, trustee of the
Savings Plan. They are allocated to one of the following types of investment, at
the option and in the proportions desired by the employee:
-- Shares of the Company Mutual Fund "Business Objects Actionnariat".
This Fund is invested in shares of Business Objects S.A., when
issued in the context of an offering period reserved for
subscription to employees. The shares of Business Objects S.A. are
traded on the Nasdaq National market in the form of American
depositary shares.
-- Shares of the Mutual Fund "Selection 900".
-- Shares of the Mutual Fund "Selection 903".
Amounts contributed pursuant to the Savings Plan are allocated to one of
the three types of investments within fifteen (15) days from the contribution or
due date.
If the employee does not select an investment option, the contributions
shall be allocated entirely to the Selection 900 Fund.
6.2 Selection 900 and Selection 903 Mutual Funds
--------------------------------------------
Banque Worms, headquartered at "Le Voltaire", 1 place des Degres, 92059
Paris La Defense, is the trustee of each of the Selection 900 and Selection 903
Mutual Funds. The management company is Epargne Expansion, headquartered at "Le
Voltaire", 1 place des Degres, 92059 Paris La Defense.
This agreement includes approval of the attached rules governing each of
the two Funds.
The Board Committee ("Conseil de Surveillance") for each of the Mutual
Funds shall include an employee representative, elected by the Worker's Council,
and a Company representative.
-4-
<PAGE>
The Board Committee is required to meet each year to review the
management company's report on the operations of the Funds and the results
obtained during the past year.
No modification of the Mutual Fund rules can be decided without the
approval of the Board Committee.
6.3 Business Objects Actionnariat Mutual Fund
-----------------------------------------
Banque Worms, headquartered at "Le Voltaire", 1 place des Degres, 92059
Paris La Defense, is the trustee of each of the Selection 900 and Selection 903
Mutual Funds. The management company is Epargne Expansion, headquartered at "Le
Voltaire", 1 place des Degres, 92059 Paris La Defense.
This agreement includes approval of the attached rules governing each of
the two Funds.
The Fund is classified as a Company Mutual Fund ("Fond Commun de Placement
d'Entreprise") invested in listed securities. As such, it is allowed to invest
more than 10% of its net equity in securities of the Company, subject to the
terms and conditions defined by the Company's general meetings of shareholders
and Board of Directors. The portfolio of the Fund shall be invested exclusively
in shares of Business Objects S.A., in the form of American depositary shares
traded on the Nasdaq National Market, it being specified that the Fund may not
hold more than 10% of the voting securities of the Company.
The Board Committee for the Fund shall include four employee
representatives, elected by the Worker's Council, and four Company
representatives.
The Board Committee is required to meet each year to review the management
report on the operations of the Fund and the results obtained during the past
year.
No modification of the Mutual Fund rules can be decided without the
approval of the Board Committee.
6.4 Income from the Portfolio
-------------------------
Income from the Selection 900 and Selection 903 Mutual Funds, including
dividend tax credits and other tax credits, are mandatorily reinvested in the
Fund and thereby increases its value.
In the case of securities transactions that include the attribution of
shares or other rights of the Company, those rights are, at the election of the
Fund, either transferred to Business Objects Actionnariat Mutual Fund, or an
equivalent cash value is credited to the Fund. The latter then invests such cash
in one or both of the other Mutual Funds.
Other income arising from Business Objects securities and paid in cash are
reinvested in either Selection 900 or Selection 903, at the election of the
employee. In the absence of election made, income is reinvested in Selection 900
Mutual Fund shares.
ARTICLE 7: Investment Modifications by Employees
Any employee or former employee may, under the following conditions, modify
the investment of his or her funds during the waiting period:
-- No modifications may be made with regard to amounts deposited prior
to November 16, 1995.
-- In order to facilitate management, orders will be centralized once a
month and processed once a month. A participant wishing to modify
the investment of his or her funds during a given month must so
notify Epargne Expansion before the 15th of that month (or the
business day preceding that date).
-- No fund-investment modifications may be made in those cases where
the amounts contributed by the employee have been supplemented by an
employer contribution under the conditions set forth in Article L.
443-7, Paragraph 2, of the Labor Code.
-- Any participant who modifies the investment of his funds shall pay
the related modification costs, namely, the setup costs for the
Mutual Fund into which his savings are to be transferred, and any
other stock-exchange costs related to arbitrage on Company
securities.
-- The cost of any arbitrage is to be borne by the employee.
-- No arbitrage can be performed on Business Objects Actionnariat
Mutual Fund shares if those shares have not been paid in full.
-5-
<PAGE>
-------------------------------------------
IV
AVAILABILITY AND PAYMENTS
-------------------------------------------
ARTICLE 8: Waiting Period
Without prejudice to Article 9 of these rules, holdings invested in the
name of an employee after these rules become effective shall not be available
until the first day of the fourth month of the fifth fiscal year following the
year in which the securities or mutual fund shares are acquired.
However, if for any reason, there is no longer a profit-sharing agreement
in effect within the Company, the waiting period shall expire on the first day
of the seventh month of the fifth fiscal year following the year in which the
shares or securities were acquired.
Investment arbitrage as cited in Article 7 of these rules shall not affect
the original availability date as defined above.
ARTICLE 9: Early Availability
Participants or their beneficiaries may, however, gain access to their
benefits before expiration of the five-year period in the following cases, as
cited in Article R. 442-7 of the Labor Code:
-- Said person gets married.
-- A third or subsequent child is born into the household or taken in
with a view to adoption.
-- Divorce, when said person retains custody of at least one child.
-- Said person or his/her spouse becomes disabled as defined under
subparagraphs 2 and 3 of Article L. 341-4 of the Social Security
Code.
-- Death of beneficiary or his/her spouse.
-- Employment contract ends.
-- The beneficiary or his/her spouse creates or buys an industrial,
commercial, craft or agricultural enterprise, either as a sole
proprietor or in the form of a company, provided that he/she
effectively controls said enterprise as defined in Article 163
quinquies A of the General Tax Code, or a facility with a view to
engaging in another, non-employee occupation.
-- Acquisition or enlargement of said person's main residence that
entails creating new living space as defined in Article R. 111-2 of
the Building and Housing Code, provided there exists a building
permit or a prior declaration of the work to be undertaken.
-6-
<PAGE>
-- The employee is in a situation of over-indebtedness as defined in
Article L. 331-2 of the Consumption Code. A petition must be sent to
the organization managing the funds or to the employer through the
Chairman of the Over-indebtedness Case Review Committee or the
judge, if early availability of the benefits is deemed favorable to
the conclusion or necessary for the performance of an out-of-court
settlement or a court-supervised receivership.
As stated earlier, Company shares are not negotiable unless the
subscription price has been paid in full.
ARTICLE 10: Payout of Holdings
Holdings which become available, either because the waiting period has
expired or an early-availability circumstance has arisen, may, at the employee's
or his/her beneficiary's option, either be:
-- left in the Savings Plan, or
-- paid out in part or in whole.
Payout requests and any necessary supporting documents must be sent in
writing to Epargne Expansion before the 15th of the current month, or the last
preceding business day, precisely indicating the type and number of shares or
securities for which payment is requested.
Selection 900, Selection 903 and Business Objects Actionnariat Mutual Fund
shares are purchased according to the procedures set forth in the rules for each
of these Mutual Funds.
ARTICLE 11: Former Employees
11.1 If an employee leaves the Company without exercising his/her early
availability rights or before the Company is in a position to liquidate, on the
date of his/her departure, all of the benefits which he/she holds, the Company
will:
-- issue the employee a declaration indicating the nature and amount of
his/her benefits as well as the date(s) on which those benefits will
become tradeable or payable;
-- ask for the address where interest, dividends and notices relating
to his/her benefits, and, upon their maturity, the securities or
corresponding amounts should be sent; and
-- inform the employee that he/she is responsible for informing the
Company of any change of address.
11.2 When an employee who has left the company cannot be reached at the
most recent address he/she has indicated, the holdings in his/her name shall be
held by the management organization. Upon expiration of the statute of
limitations, the management organization shall liquidate the assets and deposit
the resulting sum in the public Treasury.
-7-
<PAGE>
-------------------------------------------
V
MISCELLANEOUS PROVISIONS
-------------------------------------------
ARTICLE 12: Informing Participants
Information relating to this Savings Plan shall be communicated by posting
or through informational memos. Every time a transaction, subscription or
purchase occurs, a personalized statement indicating the number of stock shares
acquired or purchased and the price of the subscription (or value of the
purchase) shall be remitted to the participant. Participants shall receive at
least one statement per year, reminding them of their situation, the date on
which their holdings become available, and the circumstances under which those
holdings may become available earlier. Each subscription offering on Company
securities shall be communicated in an informational memorandum remitted in
advance to the employees. The memorandum shall indicate the nature
and terms of the offering.
ARTICLE 13: Settlement of Disputes
Before filing an action with the courts having jurisdiction, the Company
and participants shall attempt to resolve, within the corporate framework, any
disputes related to the Savings Plan.
ARTICLE 14: Term and Effective Date
This Savings Plan becomes effective on December 21, 1998 and shall be
renewed by tacit agreement unless terminated by the Company prior to January 1st
of each year.
Termination or any modification shall be documented in the same form and
manner as the Savings Plan was concluded.
Signed in Levallois-Perret on December 17, 1998.
----------------
__________________________________________
[signature]
Bernard Liautaud
Chairman of the Board of Directors
-8-
<PAGE>
Exhibit 4.4
BUSINESS OBJECTS S.A.
1999 STOCK OPTION PLAN
In conformity with the provisions of Articles 208-1 et. seq. of the law No.
66-537 of July 24, 1966 concerning commercial companies, Business Objects S.A.
adopted a plan for the grant to Beneficiaries (defined below) of options giving
rights to subscribe or purchase shares of the Company. In furtherance of such
decision the board of directors has adopted the Business Objects S.A. 1999 Stock
Option Plan which was approved by the shareholders of the Company on May 4,
1999.
The terms and conditions of the Business Objects S.A. 1999 Stock Option
Plan, as amended, are set out below.
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 Beneficiaries; and
- to promote the success of the Company's business.
Options granted under the Plan to U.S. Beneficiaries are intended to be
Incentive Stock Options or Non-Statutory Stock Options, as determined by the
Administrator at the time of grant of an Option, and shall comply in all
respects with Applicable U.S. Laws in order that they may benefit from available
fiscal advantages.
2. Definitions. As used herein, the following definitions shall apply:
-----------
(a) "Share" means an ordinary share of the Company, as adjusted from time to
-----
time in accordance with Section 11 of the Plan.
(b) "Director" means a member of the Board.
--------
(c) "ADR" means an American Depositary Receipt evidencing an American
---
Depositary Share corresponding to one Share.
(d) "Shareholder Authorization" means the authorizations given by the
-------------------------
shareholders of the Company in an extraordinary general meeting held on May
4, 1999 permitting the Board to grant Stock Options.
(e) "Optionee" means a Beneficiary who holds at least one outstanding Option.
--------
(f) "Change in Control" shall mean, and shall be deemed to have occurred if:
-------------------
(i) any person or entity, other than a trustee or other fiduciary holding
securities under an employee benefit plan of the Company acting in
such capacity or a corporation owned directly or indirectly by the
shareholders of the Company in substantially the same proportions as
their ownership of stock of the Company, becomes the "beneficial
owner" (as defined in Rule 13d-3 under the Securities Exchange Act of
1934, as amended), directly or indirectly, of securities of the
Company representing 50% or more of the total voting power
represented by the Company's then outstanding voting securities, or
(ii) the shareholders of the Company approve a merger or consolidation of
the Company with any other corporation other than a merger or
consolidation which would result in the voting securities of the
Company outstanding immediately prior thereto continuing to represent
(either by remaining outstanding or by being converted into voting
securities of the surviving entity) more than 50% of the total voting
power represented by the voting securities of the Company or such
surviving entity outstanding immediately after such merger or
consolidation, or
(iii) the shareholders of the Company approve a plan of complete
liquidation of the Company or an agreement for the sale or
disposition by the Company of (in one transaction or a series of
related transactions) all or substantially all of the Company's
assets to an entity other than an Affiliated Company.
(g) "Code" means the United States Internal Revenue Code of 1986, as amended.
----
(h) "Board" means the board of directors of the Company.
-----
<PAGE>
(i) "Option Agreement" means a written agreement between the Company and an
----------------
Optionee evidencing the terms and conditions of an individual Option grant.
The Option Agreement is subject to the terms and conditions of the Plan.
(j) "Notice of Grant" means a written notice evidencing certain terms and
---------------
conditions of an individual Option grant. The Notice of Grant is part of
the Option Agreement.
(k) "Beneficiary" means the Chief Executive Officer (President-Directeur
-----------
General) and Managing directors (Directeurs generaux) and any Officers or
other person employed by the Company or any Affiliated Company. Neither
service as a Director nor payment of a director's fee by the Company or an
Affiliated Company shall be sufficient to constitute "employment" by the
Company or an Affiliated Company.
(l) "U.S. Beneficiary" means a Beneficiary of the Company or an Affiliated
----------------
Company residing in the United States or otherwise subject to United
States' laws and regulations.
(m) "Exchange Act" means the United States Securities Exchange Act of 1934, as
------------
amended.
(n) "Subsidiary" means a "subsidiary corporation", whether now or hereafter
----------
existing, as defined in Section 424(f) of the Code.
(o) "Administrator" means the board of directors of the Company, as shall
-------------
administer the Plan in accordance with Section 4 of the Plan, it being
specified that pursuant to article 11.3 of the by-laws of the Company, any
board member who is eligible to receive Options is prohibited from voting
on decisions to grant Options if such board member is the Beneficiary of
such Options;
(p) "Disability" means total and permanent disability.
----------
(q) "Incentive Stock Option" means an Option granted only to U.S. Beneficiaries
----------------------
and intended to qualify as an incentive stock option within the meaning of
Section 422 of the Code and the regulations promulgated thereunder.
(r) "Law" means French law no. 66-537 dated July 24, 1966 concerning commercial
---
companies.
(s) "Applicable U.S. Laws" means the legal requirements relating to the
--------------------
administration of stock option plans under state corporate and securities
laws and the Code in force in the United States of America.
(t) "Non-statutory Stock Option" means an Option which does not qualify as an
--------------------------
Incentive Stock Option.
(u) "Officer" means a Beneficiary who is an officer of the Company or an
-------
Affiliated Company within the meaning of Section 16 of the Exchange Act and
the rules and regulations promulgated thereunder.
(v) "Option" means a stock option granted pursuant to the Plan.
------
(w) "Plan" means this 1999 Stock Option Plan, as amended.
----
(x) "Option Exchange Program" means a program whereby outstanding Options are
-----------------------
surrendered in exchange for options with a lower exercise price.
(y) "Continuous Status as a Beneficiary" means that the employment relationship
----------------------------------
with the Company or any Affiliated Company is not interrupted or
terminated. Continuous Status as a Beneficiary shall not be considered
interrupted in the case of (i) any leave of absence approved by the Company
or (ii) transfers between locations of the Company or between the Company
or any Affiliated Company, or any successor. A leave of absence approved by
the Company shall include sick leave, military leave, or any other personal
leave. For purposes of U.S. Beneficiaries and Incentive Stock Options, no
such leave may exceed ninety (90) days, unless reemployment upon expiration
of such leave is guaranteed by statute or contract, including Company
policies. If reemployment upon expiration of a leave of absence approved by
the Company is not so guaranteed, on the 91st day of such leave any
Incentive Stock Option held by a U.S. Beneficiary shall cease to be treated
as an Incentive Stock Option and shall be treated for U.S. tax purposes as
a Non-statutory Stock Option.
(z) "Company" means Business Objects S.A., a corporation organized under the
-------
laws of the Republic of France.
<PAGE>
(aa) "Affiliated Company" means a company which conforms with the criteria set
------------------
forth in Article 208-4 of the Law as follows:
- companies of which at least one tenth (1/10) of the share capital or
voting rights is held directly or indirectly by the Company;
- companies which own directly or indirectly at least one tenth (1/10)
of the share capital or voting rights of the Company; and
- companies of which at least fifty percent (50%) of the share capital
or voting rights is held directly or indirectly by a company which
owns directly or indirectly at least fifty percent (50%) of the share
capital or voting rights of the Company.
(bb) "Parent" means a "parent corporation", whether now or hereafter existing,
------
as defined in Section 424(e) of the Code.
(cc) "Fair Market Value" The Fair Market Value shall be determined as follows:
-----------------
(i) if the Shares are listed on a Regulated Market, the Fair Market Value
of a Share shall be the closing sales price for such Share (or the
closing bid, if no sales were reported) as quoted on such Regulated
Market on the last market trading day prior to the day of grant, as
reported in La Tribune, or such other source as the Administrator
deems reliable;
(ii) if the Shares or ADRs corresponding to Shares are quoted on any
system or exchange other than a Regulated Market, the Fair Market
Value of a Share or an ADR shall be the closing sale price for such
Share or ADR (or the closing bid, if no sales were reported) as
quoted on the system or exchange with the greatest volume of trading
shares or ADRs on the last trading day prior to the grant date, as
reported in The Wall Street Journal or such other source as the
Administrator deems reliable;
(dd) "Regulated Market" shall mean, as of any date, a stock exchange or system
on which the Shares or ADRs are traded which is deemed to be a regulated
market ("marche reglemente") under the law n(degree) 98-546 of July 3,
1998, as amended.
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 issued under the Plan is 875,000
Shares.
If an Option should expire or become unexercisable for any reason without
having been exercised in full, the unsubscribed or unpurchased Shares which were
subject thereto shall, unless the Plan shall have been terminated, become
available for future grant under the Plan.
4. Administration of the Plan
--------------------------
(a) Procedure. The Plan shall be administered by the Administrator.
---------
(b) Powers of the Administrator. Subject to the provisions of the Law, the
---------------------------
Shareholder Authorization, the Plan and U.S. Applicable Laws, the Administrator
shall have the authority, in its discretion:
(i) to determine the Fair Market Value of the Shares, in accordance with
Section 2(cc) of the Plan;
(ii) to select the Beneficiaries to whom Options may be granted hereunder;
(iii) to determine whether and to what extent Options are granted
hereunder;
(iv) to determine the number of Shares to be covered by each Option
granted hereunder;
(v) to approve forms of agreement for use under the Plan;
<PAGE>
(vi) to determine the terms and conditions, not inconsistent with the
terms and conditions of the Plan, of any Options granted hereunder.
Such terms and conditions include, but are not limited to, the
exercise price, the time or times when Options may be exercised
(which may be based on performance criteria), any vesting
acceleration or waiver of forfeiture restrictions, and any
restriction or limitation regarding any Option or the Shares
relating thereto, based in each case on such factors as the
Administrator, in its sole discretion, shall determine;
(vii) to construe and interpret the terms of the Plan and Options granted
pursuant to the Plan;
(viii) to prescribe, amend and rescind rules and regulations relating to
the Plan, including rules and regulations relating to sub-plans
established for the purpose of qualifying for preferred tax
treatment under foreign tax laws;
(ix) to modify or amend each Option (subject to Section 13(c) of the
Plan), including the discretionary authority to extend the post-
termination exercisability period of Options longer than is
otherwise provided for in the Plan;
(x) to authorize any person to execute on behalf of the Company any
instrument required to effect the grant of an Option previously
granted by the Administrator;
(xi) to decide and institute an Option Exchange Program;
(xii) to determine the terms and restrictions applicable to Options; and
(xiii) to make all other determinations deemed necessary or advisable for
administering the Plan.
(c) Effect of Administrator's Decision. The Administrator's decisions,
----------------------------------
determinations and interpretations shall be final and binding on all Optionees.
5. Limitations
-----------
(a) In the case of U.S. Beneficiaries, each Option shall be designated in the
Notice of Grant either as an Incentive Stock Option or as a Non-Statutory Stock
Option. However, notwithstanding such designation, to the extent that the
aggregate Fair Market Value:
(i) of Shares subject to an Optionee's Incentive Stock Options granted
by the Company or any Affiliated Company, which
(ii) become exercisable for the first time during any calendar year
(under all plans of the Company or any Affiliated Company)
exceeds $100,000, such excess Options shall be treated as Non-statutory Stock
Options. For purposes of this Section 5(a), Incentive Stock Options shall be
taken into account in the order in which they were granted, and the Fair Market
Value of the Shares shall be determined as of the time of the grant.
(b) Neither the Plan nor any Option shall confer upon an Optionee any right
with respect to continuing the Optionee's employment with the Company or any
Affiliated Company, nor shall they interfere in any way with the Optionee's
right or the Company's or Affiliated Company's right, as the case may be, to
terminate such employment at any time, with or without cause.
(c) The following limitations shall apply to grants of Options to
Beneficiaries:
(i) No Beneficiary shall be granted, in any fiscal year of the Company,
Options to subscribe or purchase more than 150,000 Shares.
(ii) Notwithstanding the foregoing, the Company may also make additional
grants of up to 300,000 Shares to newly-hired Beneficiaries.
(iii) The foregoing limitations shall be adjusted proportionately in
connection with any change in the Company's capitalization as
described in Section 11.
(d) Other than as expressly provided hereunder, including Section 2 (k) above,
no member of the Board of Directors shall be eligible to receive an Option under
the Plan.
<PAGE>
6. Term of Plan
------------
The Plan is effective and Options may be granted as of May 4, 1999, the
date of the Plan's adoption by the shareholders. It shall continue in effect for
a term of five (5) years unless terminated earlier under Section 13 of the Plan,
so that Options may be granted hereunder until May 4, 2004.
7. Term of Option
--------------
The term of each Option shall be stated in the Notice of Grant, as ten (10)
years from the date of grant in accordance with the Shareholder Authorization.
Notwithstanding the foregoing, Options granted to Beneficiaries of the United
Kingdom subsidiary of the Company or Beneficiaries who are otherwise residents
of the United Kingdom or who are subject to the laws of the United Kingdom shall
have a term of seven (7) years less one day from the date of grant.
8. Option Exercise Price and Consideration
---------------------------------------
(a) Exercise Price
--------------
(a - 1) If the Shares are traded on a Regulated Market, the per Share
exercise price for the Shares to be issued or purchased pursuant to exercise of
an Incentive Stock Option or a Non-statutory Stock Option shall be determined
by the Administrator subject to the following:
(A) In the case of an Incentive Stock Option granted to a U.S.
Beneficiary who, at the time the Incentive Stock Option is granted, owns stock
representing more than ten percent (10%) of the voting rights of all classes of
stock of the Company or any Parent or Subsidiary, to the extent such U.S.
Beneficiary is permitted by the Law to receive Incentive Stock Option grants,
the per Share exercise price shall be no less than the higher of (i) 110% of the
Fair Market Value per Share or (ii) 80% of the average Fair Market Values on the
twenty trading days preceding the grant date.
(B) In the case of an Option granted to any Beneficiary other
than a U.S. Beneficiary described in paragraph (A) immediately above, the per
Share exercise price shall be no less than the higher of (i) 100% of the Fair
Market Value per Share, or (ii) 80% of the average Fair Market Values on the
twenty trading days preceding the grant date.
(a - 2) If the Shares or ADRs are traded on any system or exchange other
than a Regulated Market, the per Share exercise price for the Shares to be
issued or purchased pursuant to exercise of an Incentive Stock Option or a Non-
statutory Stock Option shall be determined by the Administrator subject to the
following:
(A) In the case of an Incentive Stock Option granted to a U.S.
Beneficiary who, at the time the Incentive Stock Option is granted, owns stock
representing more than ten percent (10%) of the voting rights of all classes of
stock of the Company or any Parent or Subsidiary, to the extent such U.S.
Beneficiary is permitted by the Law to receive Incentive Stock Option grants,
the per Share exercise price shall be no less than 110% of the Fair Market Value
per Share.
(B) In the case of an Option granted to any Beneficiary other
than a U.S. Beneficiary described in paragraph (A) immediately above, the per
Share exercise price shall be no less than 100% of the Fair Market Value.
(a - 3) It being specified that, when an option entitles the holder to
purchase shares previously repurchased by the Company, the exercise price,
notwithstanding the above provisions and in accordance with the Law, may not be
less than eighty (80%) of the average purchase price paid for all Shares or ADRs
previously repurchased by the Company.
(a - 4) when the issue price of one Share determined pursuant to the
foregoing price-setting conditions will be in U.S. dollars, the issue price of
one Share will be the Euro value of the U.S. dollar value (which shall be
converted into French francs at the legal rate for the period provided for by
the laws and regulation in force) of one (1) share, calculated on the basis of a
noon buying rate reported by the Federal Reserve Bank of New York (expressed in
Euros per one (1) U.S. dollar) on the day preceding the grant date (or, should
there be no quotation on such day, on the preceding day of quotation).
(b) Waiting Period and Exercise Dates. At the time an Option is granted, the
---------------------------------
Administrator shall fix the period within which the Option may be exercised
and shall determine any conditions which must be satisfied before the
Option may be exercised. In so doing, the Administrator may specify that an
Option may not be exercised until the completion of a service period.
<PAGE>
(c) Form of Consideration. The consideration to be paid for the Shares upon
---------------------
exercise of Options, including the method of payment, shall be determined
by the Administrator (and, in the case of an Incentive Stock Option, shall
be determined at the time of grant) and shall consist entirely of an amount
in French francs corresponding to the exercise price which may be paid
either by:
(1) wire transfer;
(2) check;
(3) delivery of a properly executed notice together with such other
documentation as the Administrator and the broker, if applicable,
shall require to effect exercise of the Option and delivery to the
Company of the sale or loan proceeds required to pay the exercise
price; or
(4) any combination of the foregoing methods of payment.
9. Exercise of Option
------------------
(a) Procedure for Exercise ; Rights as a Shareholder
------------------------------------------------
Any Option granted hereunder shall be exercisable according to the terms of
the Plan and at such times and under such conditions as determined by the
Administrator and set forth in the Option Agreement. An Option may not be
exercised for a fraction of a Share.
An Option shall be deemed exercised when the Company receives : (i) written
notice of exercise (in accordance with the Option Agreement) together with a
share subscription or purchase form (bulletin d'achat ou de souscription) from
the person entitled to exercise the Option, and (ii) full payment for the Shares
with respect to which the Option is exercised. Full payment may consist of any
consideration and method of payment authorized by the Administrator and
permitted by the Option Agreement and the Plan. Shares issued upon exercise of
an Option shall be issued in the name of the Optionee or, if requested by the
Optionee, in the name of the Optionee and his or her spouse.
Upon exercise of any Option in accordance herewith, the Shares issued to
the Optionee shall be assimilated with all other Shares of the Company and shall
be entitled to dividends for the fiscal year in course during which the Option
is exercised.
Granting of an Option in any manner shall result in a decrease in the
number of Shares which thereafter may be available for purposes of the Plan, by
the number of Shares as to which the Option is outstanding.
(b) Termination of Employment. Upon termination of an Optionee's Continuous
-------------------------
Status as a Beneficiary, other than upon the Optionee's death or Disability, the
Optionee may exercise his or her Option, but only within such period of time as
is specified in the Notice of Grant, and only to the extent that the Optionee
was entitled to exercise it at the date of termination (but in no event later
than the expiration of the term of such Option as set forth in the Notice of
Grant). In the absence of a specified time in the Notice of Grant, the Option
shall remain exercisable for ninety (90) days following the Optionee's
termination of Continuous Status as a Beneficiary. In the case of an Incentive
Stock Option, such period of time shall not exceed ninety (90) days from the
date of termination. If, at the date of termination, the Optionee is not
entitled to exercise his or her entire Option, the Shares covered by the
unexercisable portion of the Option shall revert to the Plan. If, after
termination, the Optionee does not exercise his or her Option within the time
specified by the Administrator, the Option shall terminate, and the Shares
covered by such Option shall revert to the Plan.
(c) Disability of Optionee. In the event that an Optionee's Continuous Status
----------------------
as a Beneficiary terminates as a result of the Optionee's Disability, the
Optionee may exercise his or her Option at any time within six (6) months from
the date of such termination, but only to the extent that the Optionee was
entitled to exercise it at the date of such termination (but in no event later
than the expiration of the term of such Option as set forth in the Notice of
Grant). If, at the date of termination, the Optionee is not entitled to exercise
his or her entire Option, the Shares covered by the unexercised portion of the
Option shall revert to the Plan. If, after termination, the Optionee does not
exercise his or her Option within the time specified herein, the Option shall
terminate, and the Shares covered by such Option shall revert to the Plan.
(d) Death of Optionee. In the event of the death of an Optionee during the term
-----------------
of the Option, the Option may be exercised at any time within six (6) months
following the date of death, by the Optionee's estate or by a person who
acquired the right to exercise the Option by bequest or inheritance, but only to
the extent that the Optionee was entitled to exercise the Option at the date of
death. If, at the time of death, the Optionee was not entitled to exercise his
or her entire Option, the Shares covered by the unexercised portion of the
Option shall immediately revert to the Plan. If, after death, the Optionee's
estate or a person who acquired the right to exercise the Option by bequest or
inheritance does not exercise the Option within the time specified herein, the
Option shall terminate, and the Shares covered by such Option shall revert to
the Plan.
<PAGE>
10. Non-Transferability of Options
------------------------------
An Option may not be sold, pledged, assigned, hypothecated, transferred or
disposed of in any manner other than by will or by laws of descent or
distribution and may be exercised, during the lifetime of the Optionee, only by
the Optionee.
The Administrator may restrict the right of an Optionee to sell or
otherwise dispose of the Shares. In accordance with the Law, such restriction
may not exceed three (3) years from the exercise date.
11. Adjustments Upon Changes in Capitalization, Dissolution, Merger or Asset
------------------------------------------------------------------------
Sale
----
(a) Changes in capitalization. In the event of the carrying out by the Company
-------------------------
of any of the financial operations pursuant to Article 208-5 of the Law as
follows:
- issuance of shares to be subscribed for in cash or by set-off of existing
indebtedness offered exclusively to the shareholders;
- capitalization of reserves, profits, issuance premiums or the distribution
of free shares;
- issuance of bonds convertible or exchangeable into shares offered
exclusively to shareholders;
- distribution of reserves in cash or portfolio securities; and
- capital reduction motivated by losses;
the Administrator shall, in accordance with the conditions provided for in
Articles 174-8 et seq. of the decree number 67-236 of March 23, 1967
concerning commercial companies, effect an adjustment of the number and the
price of the Shares subject to Option grants.
(b) Dissolution or Liquidation. In the event of the proposed dissolution or
--------------------------
liquidation of the Company, to the extent that an Option has not been previously
exercised, it will terminate immediately prior to the consummation of such
proposed action. The Administrator may, in the exercise of its sole discretion
in such instances, declare that any Option shall terminate as of a date fixed by
the Administrator and give each Optionee the right to exercise his or her Option
as to which the Option would not otherwise be exercisable.
(c) Change in Control. In the event of a Change in Control of the Company, each
-----------------
outstanding Option shall be assumed or an equivalent option or right shall be
substituted by the successor corporation or an affiliated company of the
successor corporation. The Administrator may, in lieu of such assumption or
substitution, provide for the Optionee the right to exercise the Option as to
the corresponding Shares as to which it would not otherwise be exercisable. If
the Administrator makes an Option exercisable in lieu of assumption or
substitution in the event of a Change in Control, the Administrator shall notify
the Optionee that the Option shall be fully exercisable for a period of fifteen
(15) days from the date of such notice, and the Option will terminate upon the
expiration of such period. For the purposes of this paragraph, the Option shall
be considered assumed if, following the Change in Control, the Option or right
confers the right to purchase, for each Share of Optioned Stock subject to the
Option immediately prior to the Change in Control, the consideration (whether
stock, cash, or other securities or property) received in the Change in Control
by holders of Shares or ADRs for each Share or ADR held on the effective date of
the transaction (and if holders were offered a choice of consideration, the type
of consideration chosen by the holders of a majority of the outstanding Shares);
provided, however, that if such consideration received was not solely common
stock of the successor corporation, or its Parent, the Administrator may, with
the consent of the successor corporation, provide for the consideration to be
received upon the exercise of the Option for each Share of Option Stock subject
to the Option, to be solely common stock of the successor corporation or its
Parent equal in fair market value to the per share consideration received by
holders of Shares or ADRs in the merger or sale of assets.
12. Date of Grant
-------------
The date of grant of an Option shall be, for all purposes, the date on
which the Administrator makes the determination granting such Option. Notice of
the determination shall be provided to each Optionee within a reasonable time
after the date of such grant.
13. Amendment and Termination of the Plan
-------------------------------------
(a) Amendment and Termination. The Administrator may at any time amend, alter,
-------------------------
suspend or terminate the Plan.
(b) Shareholder Approval. The Company shall obtain shareholder approval of any
--------------------
Plan amendment to the extent necessary and desirable to comply with Section 422
of the Code (or any successor rule or statute or other applicable law, rule or
regulation, including the requirements of any exchange or quotation system on
which the Shares or ADRs is listed or quoted). Such shareholder approval, if
required, shall be obtained in such a manner and to such a degree as is required
by the applicable law, rule or regulation.
<PAGE>
(c) Effect of Amendment or Termination. No amendment, alteration, suspension or
----------------------------------
termination of the Plan shall impair the rights of any Optionee, unless mutually
agreed otherwise between the Optionee and the Administrator, which agreement
must be in writing and signed by the Optionee and the Company.
14. Conditions Upon Issuance of Shares
----------------------------------
(a) Legal Compliance. 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 shall comply with all relevant provisions of law including, without
limitation, the Law, the Securities Act of 1933, as amended, the Exchange Act,
the rules and regulations promulgated thereunder, Applicable U.S. Laws and the
requirements of any stock exchange or quotation system upon which the Shares may
then be listed or quoted.
(b) Investment Representations. As a condition to the exercise of an Option,
--------------------------
the Company may require the person exercising such Option to represent and
warrant at the time of any such exercise that the Shares are being subscribed
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.
15. Liability of Company
--------------------
The inability of the Company to obtain authority from any regulatory body
having jurisdiction, which authority is deemed by the Company's counsel to be
necessary to the lawful issuance of any Shares hereunder, shall relieve the
Company of any liability in respect of the failure to issue such Shares as to
which such requisite authority shall not have been obtained.
16. Law and Jurisdiction and Language
---------------------------------
This Plan shall be governed by and construed in accordance with the laws of
the Republic of France. The Tribunal de Grande Instance of Nanterre shall be
exclusively competent to determine any claim or dispute arising in connection
herewith.
The Company, the Board and the Optionees recognize that the Plan has been
prepared both in the French and the English language. The French version is the
version that binds the parties; notwithstanding this, the English version
represents an acceptable translation and, consequently, no official translation
will be required for the interpretation of the Plan.
* * * *
<PAGE>
[LOGO]
Business Objects
BUSINESS OBJECTS S.A.
1999 STOCK OPTION GRANT AGREEMENT
Part I
NOTICE OF STOCK OPTION GRANT
Name:
Address:
You have been granted an option to subscribe Shares of the Company, subject
to the terms and conditions of the 1999 Stock Option Plan (the Plan) and this
Option Agreement, as follows. Unless otherwise defined herein, the terms defined
in the Plan shall have the same defined meanings in this Option Agreement.
Grant Number:
Date of Grant:
Vesting Commencement Date:
Exercise Price per Share:
Total Number of Shares Granted:
Total Exercise Price:
Term/Expiration Date:
Type of Option (for US Beneficiaries only): This Option is intended to be an
- --------------
Incentive Stock Option ("ISO"). However, in accordance with Section 422(d) of
the Internal Revenue Code of 1986 as amended, to the extent that the aggregate
fair market value of Shares subject to Incentive Stock Options which become
exercisable for the first time during any calendar year (under all plans of the
Company or any Affiliated Company) exceeds $100,000, such excess Options is
treated as Non-statutory Stock Options ("NSO").
Vesting Schedule: To be determined on an individual basis.
- ----------------
Termination Period: This Option may be exercised for ninety (90) days after
- ------------------
termination of the Optionee's employment with the Company or the Affiliated
Company as the case may be. Upon the death or Disability of the Optionee, this
Option may be exercised for such longer period as provided in the Plan. Save as
provided in the Plan, in no event shall this Option be exercised later than the
Term/Expiration Date as provided above.
By your signature and the signature of the Company's representative below,
you and the Company agree that this Option is granted under and governed by the
terms and conditions of the Plan and this Option Agreement. You have reviewed
the Plan and this Option Agreement in their entirety, had the opportunity to
obtain the advice of counsel prior to executing this Option Agreement and fully
understand all provisions of the Plan and Option Agreement. You hereby agree to
accept as binding, conclusive and final all decisions or interpretations of the
Administrator upon any questions relating to the Plan and Option Agreement. You
further agree to notify the Company upon any change in the residence address
indicated above. You acknowledge and agree that this Option and its vesting
schedule does not constitute an express or implied promise of continued
employment and shall not interfere in any way with your right or the Company's
right to terminate your employment at any time.
The Company and the Optionee recognize that the Plan and this Agreement have
been prepared both in the French and the English language. The French version is
the version that binds the parties, which is to be signed by the Optionee and
returned to the Company; notwithstanding this, the English version represents an
acceptable translation and, consequently, no official translation will be
required for the interpretation of this agreement.
OPTIONEE: FOR BUSINESS OBJECTS S.A.
______________________________ __________________________________
Signature
<PAGE>
BUSINESS OBJECTS S.A.
1999 STOCK OPTION GRANT AGREEMENT
Part II
TERMS AND CONDITION
1. Grant of Option. The Plan Administrator of the Company hereby grants to the
---------------
Optionee named in the Notice of Grant attached as Part I of this Agreement (the
"Optionee"), an option (the "Option") to subscribe the number of Shares, as set
forth in the Notice of Grant, at the exercise price per Share set forth in the
Notice of Grant (the "Exercise Price"), subject to the terms and conditions of
the 1999 Stock Option Plan, which is incorporated herein by reference. Subject
to Section 13(c) of the Plan, in the event of a conflict between the terms and
conditions of the Plan and the terms and conditions of this Option Agreement,
the terms and conditions of the Plan shall prevail.
If designated in the Notice of Grant as an Incentive Stock Option, this
Option is intended to qualify as an Incentive Stock Option under Section 422 of
the Code. However, if this Option is intended to be an Incentive Stock Option,
to the extent that it exceeds the $100,000 rule of Code Section 422(d) it shall
be treated as a Non-statutory Stock Option.
2. Exercise of Option
------------------
(a) Right to Exercise. This Option is exercisable during its term in accordance
-----------------
with the Vesting Schedule set out in the Notice of Grant and the applicable
provisions of the Plan and this Option Agreement. In the event of Optionee's
death, Disability or other termination of Optionee's employment, the
exercisability of the Option is governed by the applicable provisions of the
Plan and this Option Agreement.
(b) Method of Exercise. This Option is exercisable by delivery of an exercise
------------------
notice, in the form attached hereto (the "Exercise Notice"), comprising a share
subscription form (bulletin de souscription) which shall state the election to
exercise the Option, the number of Shares in respect of which the Option is
being exercised (the "Exercised Shares"), and such other representations and
agreements as may be required by the Company pursuant to the provisions of the
Plan. The Exercise Notice shall be signed by the Optionee and shall be delivered
in person or by certified mail to the Company or its designated representative
or by facsimile message to be immediately confirmed by certified mail to the
Company. The Exercise Notice shall be accompanied by payment of the aggregate
Exercise Price as to all Exercised Shares. This Option shall be deemed to be
exercised upon receipt by the Company of such fully executed Exercise Notice
accompanied by such aggregate Exercise Price.
No Shares shall be issued pursuant to the exercise of this Option unless
such issuance and exercise complies with all relevant provisions of law and the
requirements of any stock exchange or quotation service upon which the Shares
are then listed. Assuming such compliance, for income tax purposes the Exercised
Shares shall be considered transferred to the Optionee on the date the Option is
exercised with respect to such Exercised Shares.
3. Method of Payment. Payment of the aggregate Exercise Price shall be by any
-----------------
of the following, or a combination thereof, at the election of the Optionee :
(i) wire transfer; (ii) check; (iii) delivery of a properly executed notice
together with such other documentation as the Administrator and the broker, if
applicable, shall require to effect exercise of the Option and delivery to the
Company of the sale or loan proceeds required to pay the exercise price; or (iv)
any combination of the foregoing methods of payment.
4. Non-Transferability of Option. This Option may not be transferred in any
-----------------------------
manner otherwise than by will or by the laws of descent or distribution and may
be exercised during the lifetime of the Optionee only by the Optionee. The terms
of the Plan and this Option Agreement shall be binding upon the executors,
administrators, heirs, successors and assigns of the Optionee.
5. Terms of Option. Subject as provided in the Plan, this Option may be
---------------
exercised only within the term set out in the Notice of Grant, and may be
exercised during such term only in accordance with the Plan and the terms of
this Option Agreement.
6. Entire Agreement; Governing Law. The Plan incorporated herein by reference.
-------------------------------
The Plan and this Option Agreement constitute the entire agreement of the
parties with respect to the subject matter hereof and supersede in their
entirety all prior undertakings and agreements of the Company and Optionee with
respect to the subject matter hereof, and may not be modified adversely to the
Optionee's interest except by means of a writing signed by the Company and
Optionee. This agreement is governed by the laws of the Republic of France.
Any claim or dispute arising under the Plan or this Agreement shall be
subject to the exclusive jurisdiction of the Tribunal de Grande Instance of
Nanterre.
-2-
<PAGE>
CONSENT OF SPOUSE
(to be signed by residents of
California and other community property states)
The undersigned spouse of Optionee has read and hereby approves the
terms and conditions of the Plan and this Option Agreement. In consideration of
the Company's granting his or her spouse the right to subscribe Shares as set
forth in the Plan and this Option Agreement, the undersigned hereby agrees to be
irrevocably bound by the terms and conditions of the Plan and this Option
Agreement and further agrees that any community property interest shall be
similarly bound. The undersigned hereby appoints the undersigned's spouse as
attorney-in-fact for the undersigned with respect to any amendment or exercise
of rights under the Plan or this Option Agreement.
___________________________________
Spouse of Optionee
<PAGE>
BUSINESS OBJECTS S.A.
A Societe Anonyme with a registered capital of French Francs 17,255,441
Registered office: 1 square Chaptal 92300 Levallois-Perret - France
R. C. S.: Nanterre B 379 821 994
OPTION EXERCISE NOTICE AND SUBSCRIPTION FORM
IMPORTANT: if your option exercise notice is illegible, incomplete or incorrect,
it will be rejected
- --------------------------------------------------------------------------------
Name & first name: .............................................
In capital letters
Mailing Address: .............................................
Street, city, ZIP code, country
Registered for tax purposes at: .............................................
Home Phone: ................ Work Phone:.................
Email address: .............................................
- --------------------------------------------------------------------------------
I, the undersigned, hereby give notice, effective the date set forth below, that
I exercise the following stock options previously granted to me by Business
Objects S.A. under the 1993, 1994 and/or the 1999 Stock Option Plan(s):
OPTION EXERCISE INFORMATION
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------
Plan Grant Date # Vested Options Exercise Price per
(1993, 1994 (day/month/year) being Exercised Share Total Exercise Price
or 1999) (# Shares) (French Francs) (French francs)
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
X =
- ----------------------------------------------------------------------------------------------------------
X =
- ----------------------------------------------------------------------------------------------------------
X =
- ----------------------------------------------------------------------------------------------------------
Total Number of Options Exercised: Options
- ----------------------------------------------------------------------------------------------------------
Total Exercise Price Due To Business Objects (in French Francs):
- ----------------------------------------------------------------------------------------------------------
</TABLE>
I represent that the above shares are not subject to any encumbrance or other
claims and that Business Objects S.A., B.T. Alex Brown, AST StockPlan, and the
transfer agent may rely upon this notice as a representation and authorization
for this purpose.
METHOD OF EXERCISE
____ 1. Exercise and Hold - No Sale (Cash Exercise only).
_____ Deliver ADSs to my BT Alex. Brown account number ____________
_____ Register shares in a shareholder account opened in my name with
Banque Paribas
____ 2. Exercise and Sell - "Same Day Sale." Sell the number of ADSs per
my verbal orders to BT Alex. Brown. I understand that I must exercise
and sell enough ADSs at the market price equal to the sum of (i) the
aggregate option exercise price, and (ii) all applicable taxes and
fees. Hold the balance of my ADSs in my Alex. Brown account number
_________________ and mail me acknowledgment at mailing address
indicated below.
cc: B.T. Alex Brown
Banque Paribus
-1-
<PAGE>
Page 2 Option Exercise Notice and Subscription Form Your Name: ____________
SECURITIES LAW COMPLIANCE
I do NOT currently have access to, nor and I aware of, any material, non-public
inside information regarding Business Objects which could or has influenced my
decision to purchase and/or sell this stock. (If you are uncertain as to
whether you are a corporate insider or possess material inside information,
please contact the Chief Financial Officer of Business Objects, prior to
exercising any options, as trading stock based upon your material, non-public
inside information could subject you to personal liability.) I acknowledge that,
if I am subject to Rule 16(b) of the Securities Exchange Act of 1934, I may be
liable to Business Objects S.A. for "short-swing profits".
PAYMENT OF OPTION PRICE AND USE OF PROCEEDS
____ 1. Exercise and Hold - No Sale (Cash Exercise only). I understand I
must pay upon exercise the option price in French Francs to Business
Objects S.A. by bank wire, bank draft or personal check.
____ 2. Exercise and Sell - "Same Day Sale." I authorize B.T. Alex Brown to
pay the aggregate amount of the option price to Business Objects S.A.
representing the purchase price of the shares acquired upon exercise
and any withholding taxes due. The remaining proceeds will be
credited to my B. T. Alex Brown account #______________.
I authorize Business Objects to withhold from the sales proceeds income tax
and/or social charges, if any, which I am liable for in connection with the
exercise of the options or the disposition of the Shares. In the absence of
sales proceeds, or in the event sales proceeds are not sufficient to cover my
personal income tax and/or social charges liability, I will reimburse Business
Objects for any and all amounts paid by Business Objects on my behalf.
I acknowledge that I have received and understand the terms and conditions of
the 1993, 1994 and/or 1999 Business Objects Stock Option Plan(s) and the Option
Agreement, and agree to abide by and be bound by their terms and conditions.
Note: Above signature, please print: "Valid for the subscription of --- shares"
OPTIONEE SIGNATURE: _______________________________ DATE: _________________
Day/month/year
- --------------------------------------- ---------------------------------------
AST Stock Plan Approval AST Stock Plan Approval
----------------------- -----------------------
Order number __________
We hereby confirm that the optionee We hereby confirm that the option
is entitled to exercise the Option(s) price indicated above was paid in
indicated above, as of the full to the Company on ___________,
subscription date indicated above. and that _____ shares may validly
be issued as of such date.
BY:________________________________ BY:________________________________
Date:______________________________ Date:______________________________
Title: :___________________________ Title: :___________________________
- --------------------------------------- ---------------------------------------
cc: B.T. Alex Brown
Banque Paribas
-2-
<PAGE>
[LETTERHEAD]
[STIBBE SIMONT MONAHAN DUHOT & GIROUX]
EXHIBIT 5.1
Business Objects S.A.
European Headquarters
1 Square Chaptal
92309 Levallois-Perret
France
July 29, 1999
Ladies and Gentlemen:
In connection with the registration under the Securities Act of 1993, as
amended (the "Act"), of up to a maximum number of 1,225,000 ordinary shares (the
"Shares"), nominal value one French franc per ordinary share, of Business
Objects S.A., a societe anonyme organized under the laws of the Republic of
France (the "Company"), we, as your French Counsel, have examined copies of the
following documents:
i. a certified copy of the text of the eighth resolution of the
meeting of the shareholders of the Company held on May 4, 1999, relating inter
alia to the authorization granted to the board of directors to grant to the
Chief Executive Officers (President Directeurs Generaux), Managing Directors
(Directeurs Generaux) and any Officers or other persons employed by the Company
and its affiliates as defined in article 208-4 of the law n degree 66-537 of
July 24, 1966 (the "Beneficiaries"), options to purchase or subscribe for the
875,000 shares pursuant to the terms and conditions of the Company's 1999 Stock
Option Plan;
ii. a certified copy of the results of the vote at such meeting for
the eighth resolution established by Banque Paribas;
iii. a certified copy of the text of the tenth resolution of the
meeting of the shareholders of the Company held on May 4, 1999, deciding inter
alia the issue of 90,000
<PAGE>
ordinary new shares and reservation of subscription to said shares to the
benefit of the salaried employees of the Company having adhered or to adhere to
the Savings Plans;
iv. a certified copy of the results of the vote at such meeting for the
tenth resolution established by Banque Paribas;
v. a certified copy of the twelfth resolution of the meeting of
shareholders of the Company held on May 4, 1999 deciding inter alia the issue of
260,000 ordinary new shares pursuant to the 1995 International Employee Stock
Purchase Plan and reservation of subscription to said shares to the benefit of
Business Objects SA Employee Benefits Trust;
vi. a certified copy of the results of the vote at such meeting for the
twelfth resolutions established by Banque Paribas;
vii. the up-dated by-laws ("status") of the Company dated as of May 4, 1999
(the "Status");
together with such other corporate documents and such questions of law, as we
have considered necessary or appropriate for the purpose of this opinion.
In the context of such examination we have assumed the genuiness of all
signatures and the authenticity of all documents submitted to us as originals
and the confirmity with the originals of all documents submitted to us as
copies.
Upon the basis of such examination and subject to matter not any disclosed
to us by the parties concerned, we advise you that, in our opinion, any Shares
to be issued upon exercise of any of the option granted under the 1994 Stock
Option Plan or pursuant to the implementation of either of 1995 Employee Stock
Purchase Plans, to the extent they are issued in compliance with the provisions
of the relevant Plans, the Status and the then applicable law, and are fully
paid up in accordance with the provisions of the relevant Plans, will be validly
issued, fully paid up and nonassessable.
The foregoing opinion is limited to the laws of the Republic of France, and
we are expressing no opinion as to the effect of the laws under any other
jurisdiction.
We have relied as to certain matters on information obtained form officials
of the Company and other sources believed by us to be responsible.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such content, we do not thereby admit that we
are in the category of persons the consent of whom is required under Section 7
of the Act.
Very truly yours,
/s/ Olivier Edwards /s/ Jean-Marc Franceschi
Olivier Edwards Jean-Marc Franceschi
-2-
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement on
(Form S-8) pertaining to the 1995 International Employee Stock Purchase Plan, as
amended, to the French Employee Savings Plan, as amended, and to the 1999 Stock
Option Plan, of our report dated January 29, 1999, with respect to the
consolidated financial statements and schedule of Business Objects, S.A.
included in the Annual Report (Form 10-K) for the year ended December 31, 1998,
filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
San Jose, California
July 29, 1999
