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Exhibit 99.(d)(2)
BUSINESS OBJECTS S.A.
1999 STOCK OPTION GRANT AGREEMENT
PART I
NOTICE OF STOCK OPTION GRANT
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: This Option may be exercised, in whole or in part, in
accordance with the following schedule: _______________________________________
_________________ provided that the Beneficiary remains in Continuous Status as
a Beneficiary, as defined in section 2 (y) of the Plan, on such dates.
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.
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Signature
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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. UK NATIONAL INSURANCE LIABILITY. By virtue of your acceptance of the
rules of the Plan you are required to enter into an Election with the Company or
Affiliated Company in the form attached to this Agreement marked Attachment C.
In the event that the Optionee fails to enter into the Election as required by
the terms of this
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Agreement, by signing and returning Attachment C to the Company within a period
of 28 days of the date of receipt of this Agreement, then this Option shall
terminate and shall there upon become null and void.
7. 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 de
Paris.
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