BY AND AMONGAgreement and Plan of Merger • July 25th, 2003 • Business Objects Sa • Services-prepackaged software • Delaware
BY AND AMONGStockholders Agreement • July 25th, 2003 • Business Objects Sa • Services-prepackaged software • Delaware
1 EXHIBIT 1.1 BUSINESS OBJECTS S.A. FORM OF UNDERWRITING AGREEMENT Offering of Ordinary Shares of Business Objects S.A. Dated as of November [2], 1999Business Objects Sa • October 21st, 1999 • Services-prepackaged software
RECITALSSupport Agreement • July 25th, 2003 • Business Objects Sa • Services-prepackaged software • Delaware
TENANT")Lease Agreement • August 9th, 2000 • Business Objects Sa • Services-prepackaged software • California
EXHIBIT 10.6 PROMISSORY NOTE ---------------Business Objects Sa • March 31st, 1998 • Services-prepackaged software
BUSINESS OBJECTS S.A. AND THE BANK OF NEW YORK As Depositary AND OWNERS AND HOLDERS OF AMERICAN DEPOSITARY RECEIPTS Amended and Restated Deposit Agreement Dated as of September 22, 1994 As Amended and Restated as of May 8, 1996 As Amended and Restated...Deposit Agreement • January 18th, 2008 • Business Objects S.A. • Services-prepackaged software • New York
AMENDED AND RESTATED DEPOSIT AGREEMENT dated as of September 22, 1994, as amended and restated as of May 8, 1996, as amended and restated as of December 30, 1998, as amended and restated as of October 15, 2003, and as further amended and restated as of ___________________, 2008, among BUSINESS OBJECTS S.A., a société anonyme incorporated under the laws of The Republic of France (herein called the Issuer), THE BANK OF NEW YORK, a New York banking corporation (herein called the Depositary), and all Owners and holders from time to time of American Depositary Receipts issued hereunder.
RECITALSForm of Voting Agreement • July 25th, 2003 • Business Objects Sa • Services-prepackaged software • Delaware
ANDDeposit Agreement • March 23rd, 1999 • Business Objects Sa • Services-prepackaged software • New York
EXHIBIT 4.6 BUSINESS OBJECTS S.A. STOCK SUBSCRIPTION WARRANTS AGREEMENT This Stock Subscription Warrants Agreement (the "Agreement") is made by and between Business Objects S.A. ("the Company") and Mr. Gerald Held (the "Holder"). For good and valuable...Stock Subscription Warrants Agreement • June 25th, 2004 • Business Objects S.A. • Services-prepackaged software
EXHIBIT 10.2 COMMERCIAL LEASE BETWEEN THE UNDERSIGNED: ----------------------- - The company named "FONCIERE CHAPTAL," a corporation with capital of 73,932,000 FF, with head office in LEVALLOIS-PERRET (Hauts-de-Seine), 1, Square Chaptal, registered in...Commercial Lease • March 31st, 1998 • Business Objects Sa • Services-prepackaged software
BUSINESS OBJECTS S.A. CHANGE OF CONTROL SEVERANCE AGREEMENTChange of Control Severance Agreement • November 9th, 2006 • Business Objects S.A. • Services-prepackaged software • California
This Change of Control Severance Agreement (the “Agreement”) is made and entered into by and between Susan J. Wolfe (the “Employee”) and Business Objects S.A. (the “Company”), effective as of November 9, 2006 (the “Effective Date”).
COMPANY LOGO]Authorised Guarantee Agreement • March 31st, 1998 • Business Objects Sa • Services-prepackaged software
BUSINESS OBJECTS S.A. 1999 STOCK OPTION GRANT AGREEMENT PART I NOTICE OF STOCK OPTION GRANTBusiness Objects Sa • May 16th, 2001 • Services-prepackaged software
SUPPORT AGREEMENTSupport Agreement • October 17th, 2003 • Business Objects Sa • Services-prepackaged software • Delaware
This SUPPORT AGREEMENT (this “Agreement”), is entered into as of October 15, 2003 by and among Business Objects S.A., a societe anonyme organized under the laws of the Republic of France (“Parent”), Borg Merger Sub I, Inc., a Delaware corporation and a direct wholly-owned subsidiary of Parent (“Merger Sub 1”), Borg Merger Sub II, Inc., a Delaware corporation and a direct wholly-owned subsidiary of Parent (“Merger Sub 2”), Borg Merger Sub III, Inc., a Delaware corporation and a direct wholly-owned subsidiary of Parent (“Merger Sub 3” and, collectively with Merger Sub 1 and Merger Sub 2, “Merger Subs”), Business Objects Americas, a Delaware corporation and a direct wholly-owned subsidiary of Parent (“BOA”), and CB Cayman (“Minority Stockholder”). Capitalized terms used in this Agreement but not otherwise defined shall have the meanings ascribed to them in the Merger Agreement (defined below).
CONFIDENTIALITY AGREEMENT August 29, 2007Confidentiality Agreement • December 4th, 2007 • Business Objects S.A. • Services-prepackaged software • Delaware
Mr. Henning Kagerimann Chairman of the Executive Board, Chief Executive Officer SAP AG, Walldorf, Germany Dietmar-Hopp-Allee 16 Walldorf, 69190
EXHIBIT 10.16 VALUE ADDED RESELLER AGREEMENT FOR VISIGENIC PRODUCTS WITH MANUFACTURING RIGHTS This Value Added Reseller Agreement ("Agreement") is entered into as of the EFFECTIVE DATE (identified below), between VISIGENIC SOFTWARE, INC.,...Value Added Reseller Agreement • March 31st, 1998 • Business Objects Sa • Services-prepackaged software
BUSINESS OBJECTS S.A. STOCK SUBSCRIPTION WARRANTS AGREEMENTStock Subscription Warrants Agreement • August 9th, 2005 • Business Objects S.A. • Services-prepackaged software
This stock subscription warrants agreement and its exhibits (the “Agreement”) is made by and between the Company and Mr. Carl Pascarella (the “Holder”). For good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties hereto agree as set forth below.
RECITALSCompany Support Agreement • July 25th, 2003 • Business Objects Sa • Services-prepackaged software • Delaware
AGREEMENT AND PLAN OF MERGER BY AND AMONG BUSINESS OBJECTS S.A., LIGHTHOUSE ACQUISITION CORPORATION, INFOMMERSION, INC., AND SANTIAGO BECERRA, SR. Dated as of October 3, 2005Agreement and Plan of Merger • October 7th, 2005 • Business Objects S.A. • Services-prepackaged software • Delaware
THIS AGREEMENT AND PLAN OF MERGER (together with the Disclosure Schedules and the other schedules hereto, this “Agreement”) is made and entered into as of October 3, 2005 by and among Business Objects S.A., a société anonyme organized under the laws of the French Republic (“Parent”), Lighthouse Acquisition Corporation, a Delaware corporation and an indirect, wholly owned subsidiary of Parent (“Merger Sub”), Infommersion, Inc., a Delaware corporation (the “Company”), and Santiago Becerra, Sr. (the “Stockholder Agent”), (solely with respect to Article 7). All capitalized terms that are used in this Agreement shall have the respective meanings ascribed thereto in Article 10 or as defined in this Agreement.
TENDER OFFER AGREEMENTTender Offer Agreement • October 9th, 2007 • Business Objects S.A. • Services-prepackaged software
NOW, THEREFORE, in consideration of the foregoing and the respective agreements set forth herein, the parties hereto agree as follows:
AMENDED AND RESTATED STOCKHOLDERS AGREEMENT BY AND AMONG BUSINESS OBJECTS, S.A., NEW SAC, CB CAYMAN and the OTHER STOCKHOLDERS PARTY HERETO Dated as of October 15, 2003Stockholders Agreement • October 17th, 2003 • Business Objects Sa • Services-prepackaged software • Delaware
This AMENDED AND RESTATED STOCKHOLDERS AGREEMENT, dated as of October 15, 2003 (this “Agreement”), is entered into among Business Objects, S.A. (the “Company”), New SAC (the “Majority Stockholder”), CB Cayman (the “Minority Stockholder”), Silver Lake Technology Investors Cayman, L.P., Silver Lake Investors Cayman, L.P., Silver Lake Partners Cayman, L.P., (collectively, “Silver Lake”), SAC Investments, L.P. (“TPG”), August Capital III, L.P. (“August”), J.P. Morgan Partners (BHCA), L.P. (“J.P. Morgan”), GS Capital Partners III, L.P., GS Capital Partners III Offshore, L.P., Goldman, Sachs & Co. Verwaltungs GmbH, Stone Street Fund 2000 L.P., Bridge Street Special Opportunities Fund 2000, L.P. (collectively, “GS”), Staenberg Venture Partners II, L.P., Staenberg Seagate Partners, LLC (collectively, “Staenberg”), and Integral Capital Partners V, L.P., Integral Capital Partners V Side Fund, L.P. (collectively, “Integral”). Each of the entities listed above other than the Company are sometimes
BUSINESS OBJECTS S.A. AMENDMENT TO OFFER LETTEROffer Letter • January 7th, 2008 • Business Objects S.A. • Services-prepackaged software • California
The Offer Letter dated September 9, 2005 (the “Agreement”) entered into between Business Objects S.A. (the “Company”) and John Schwarz (the “Executive”) is hereby amended by this Amendment to Offer Letter (the “Amendment”) as follows:
GENERALE LOGO)Business Objects S.A. • August 9th, 2007 • Services-prepackaged software
We make reference to the credit agreement (hereafter called “the credit agreement”) between BUSINESS OBJECTS SA, having its registered office at 157—159 rue Anatole France, 92300 Levallois-Perret, with its sole identification number 379 821 994 RCS Nanterre and SOCIETE GENERALE SA, having its registered office at 29 boulevard Haussmann, 75009 Paris, with its sole identification number 552 120 222 RCS Paris, made in Levallois-Perret on March 01st, 2006 for an amount of 100.000.000 EUR (one hundred million euros), as extended per an amendment letter dated February 23rd, 2007 until May 31st , 2007 and re-extend per an amendment letter dated May 23th, 2007 until July 31st, 2007.
BUSINESS OBJECTS S.A. AMENDMENT TO CHANGE OF CONTROL SEVERANCE AGREEMENTChange of Control Severance Agreement • January 7th, 2008 • Business Objects S.A. • Services-prepackaged software • California
The Change of Control Severance Agreement effective as of November 9, 2006 (the “Agreement”) entered into between Business Objects S.A. (the “Company”) and James R. Tolonen (the “Executive”) is hereby amended by this Amendment to Change of Control Severance Agreement (the “Amendment”) as follows:
PROMISE TO GRANT NEW OPTIONBusiness Objects Sa • October 11th, 2002 • Services-prepackaged software
In exchange for your agreement to cancel a stock option covering ____________ ordinary shares (“Old Option”) granted by Business Objects S.A. (“Business Objects”), Business Objects hereby promises to grant you a stock option covering ____________ ordinary shares of Business Objects’ no earlier than May 15, 2003 (the “New Option”). [The exercise price of the New Option will be the higher of (i) the closing price on the Paris stock exchange on the day preceding date of grant and (ii) 80% of the 20 trading days average closing prices on such market prior to the grant date.] OR [The exercise price per share of the New Option will be the higher of (i) 100% of the closing price of our shares as reported on the Premier Marché of Euronext Paris S.A. on the last trading day before the date of grant, and (ii) 80% of the average of the closing prices of our shares on that market over the twenty trading days before the grant date.] [This is for Italy-based employees only]
Exhibit A to Deposit AgreementDeposit Agreement • January 18th, 2008 • Business Objects S.A. • Services-prepackaged software
entitling the Owner to receive deposited ordinary shares, nominal value 0.10 euro each (herein called "Shares"), of Business Objects S.A., incorporated under the laws The Republic of France (herein called the "Issuer"). At the date hereof, each American Depositary Share entitles the Owner thereof to receive one Share which is either deposited or subject to deposit under the deposit agreement at the designated Paris office of BNP Paribas, 12 BD de la Madeleine, 75009 Paris, France and/or at the designated Nantes Cedex office of Société Génerale, France, 32, rue du Champ de Tir, Department Titres ET Bourse, BP 1135-44024 Nantes Cedex, France (herein collectively called the "Custodian"). The Depositary's Corporate Trust Office is located at a different address than its principal executive office. Its Corporate Trust Office is located at 101 Barclay Street, New York, N.Y. 10286, and its principal executive office is located at One Wall Street, New York, N.Y. 10286.
Exhibit 10.24 Commercial Lease ------------------------------------------------ -------------------------------- COMMERCIAL LEASE ----------------------------- ---------------------------------------------------Commercial Lease • March 30th, 2000 • Business Objects Sa • Services-prepackaged software
EMPLOYMENT AGREEMENTEmployment Agreement • March 1st, 2007 • Business Objects S.A. • Services-prepackaged software • California
This AGREEMENT (the “Agreement”) is made as of February 28, 2007 (the “Effective Date”), by and between Business Objects Americas, a Delaware corporation (the “Company”), and Susan Wolfe (the “Executive”).
BUSINESS OBJECTS EMPLOYEE BENEFITS SUB-PLAN TRUSTObjects Employee Benefits • June 23rd, 2005 • Business Objects S.A. • Services-prepackaged software
WHEREAS, Business Objects S.A. (the “Company”) has adopted, and its shareholders have approved, the Subsidiary Stock Incentive Sub-Plan (the “Sub-Plan”), under the Company’s 2001 Stock Incentive Plan (the “Parent Plan”);
LEASE MODIFICATION AGREEMENTLease Modification Agreement • August 9th, 2006 • Business Objects S.A. • Services-prepackaged software
THIS LEASE MODIFICATION AGREEMENT dated for reference the 15th day of September, 2005. In Pursuance of the Land Transfer Form Act, Part 2
AGREEMENT AND PLAN OF MERGER by and among BUSINESS OBJECTS S.A., BUSINESS OBJECTS AMERICAS, FLAGSHIP ACQUISITION CORP., FIRSTLOGIC, INC., and RALPH BOUMA, JR. dated as of February 8, 2006Agreement and Plan of Merger • February 10th, 2006 • Business Objects S.A. • Services-prepackaged software • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of February 8, 2006 (this “Agreement”), by and among Business Objects S.A., a société anonyme organized under the laws of the Republic of France (“Parent”), Business Objects Americas, a Delaware corporation (“Parent Americas”) and wholly owned subsidiary of Parent, Flagship Acquisition Corp., a Wisconsin corporation and a wholly owned subsidiary of Parent Americas (“Merger Sub”), Firstlogic, Inc., a Wisconsin corporation (the “Company”), and Ralph Bouma, Jr., acting solely as the “Shareholder Representative” referred to herein.
BUSINESS OBJECTS S.A. CHANGE OF CONTROL SEVERANCE AGREEMENTChange of Control Severance Agreement • August 9th, 2007 • Business Objects S.A. • Services-prepackaged software
This Change of Control Severance Agreement (the “Agreement”) is made and entered into by and between David Kennedy (the “Employee”) and Business Objects S.A. (the “Company”), effective as of July, 23 2007 (the “Effective Date”).
AMENDMENTBusiness Objects S.A. • November 9th, 2006 • Services-prepackaged software • New York
Reference is made to the Guaranty dated as of August 30, 2006 (the “Guaranty”) made by Business Objects S.A. (the “Guarantor”) in favor of Citigroup Inc. and each subsidiary or affiliate thereof (including Citibank, N.A. and each of its branches wherever located)(“Citigroup”). Capitalized terms not otherwise defined herein shall have the meanings attributed thereto in the Guaranty.
BUSINESS OBJECTS S.A. STOCK SUBSCRIPTION WARRANTS AGREEMENTStock Subscription Warrants Agreement • May 13th, 2004 • Business Objects Sa • Services-prepackaged software
This Stock Subscription Warrants Agreement (the “Agreement”) is made by and between Business Objects S.A. (“the Company”) and David Roux (the “Holder”). For good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties hereto agree as set forth below.
