BUSINESS OBJECTS S.A. STOCK SUBSCRIPTION WARRANTS AGREEMENT
Exhibit 4.2
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 Xxxxx Xxxx (the “Holder”). For good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties hereto agree as set forth below.
| 1. | General |
For value received, the Holder, or assigns as further defined hereunder, is entitled to purchase from Business Objects S.A., a corporation organized under the laws of the Republic of France, (hereinafter “the Company”), 15,000 Ordinary Shares of the Company, subject to adjustment in accordance with section 4 hereof, (“the Warrant Shares”), at an exercise price (the “Warrant Price”) of 26.95 euros per share, subject to adjustment in accordance with section 4 hereof, and subject to the vesting provisions of section 2 hereof. These 15,000 Warrant Shares (collectively “the Warrant”) evidence the resolution approved by the Board of director of the Company at the meeting held on January 27, 2004 at the registered office of Business Objects Corp. in accordance to the authorization granted by the Shareholders of the Company at the meeting held on December 11, 2003 at Coeur Défense, Amphithéâtre Hermès, La Défense 4, 000 xxxxxxxxx xx Xxxxxxx xx Xxxxxx, 00000 Xxxxx La Défense.
| 2. | Exercise period and vesting schedule |
(a) To the extent it has then vested pursuant to Section 2(b) below, this Warrant shall be exercisable in whole or in part by the Holder hereof, provided however that upon termination of the Holder’s membership on the Board of Directors of the Company, this Warrant shall remain exercisable for a period of ninety days, and shall terminate on the 91st day thereafter.
(b) This Warrant may be exercised up to 5,000 shares on or after June 1, 2004, up to 5,000 shares on or after June 1, 2005, and up to the remaining 5,000 shares on or after June 1, 2006.
(c) This Warrant may be exercised in one or several lots, but at the latest on the earlier of the two following dates : (i) January 27, 2009, or (ii) in case of termination of the term of office as Director of the Company, within 90 days following such termination date.
| 3. | Exercise of Warrants. |
The rights represented by this Warrant may be exercised by the Holder hereof, in accordance with section 2 hereof, by (i) notification of exercise by registered mail to the Company together with a share subscription form (bulletin de souscription) in the form attached hereto, duly completed and signed by the Holder and (ii) full payment of the Warrant Price for the shares with respect to which the Warrant is exercised. The Warrant Price may be paid exclusively in euros, in cash or by check or wire transfer. In the event of the exercise of the rights represented by this Warrant, confirmations or "attestations d’inscription en compte” shall be delivered to the Holder within a reasonable time. The rights represented by this Warrant shall be deemed exercised on the date on which the Company receives payment of the Warrant Price and any applicable taxes (which shall be the sole responsibility of the Holder, and not of the Company), irrespective of the date of delivery of the notification of exercise.
| 4. | Adjustment of Warrant Shares and Warrant Price. |
The Warrant Shares and Warrant Price shall be subject to the following adjustments:
(a) In the event that, while the Warrant has not been exercised in full, the Company should proceed to any transaction mentioned in articles 171 et seq. of Decree n°67-236 of March 23, 1967, the rights of the Holder shall be preserved, by adjusting, in accordance with French Law, the number of shares to be issued upon the exercise of Warrant so as to entitle the Holder thereof to subscribe such number of shares that have the same aggregate value immediately following such event as the shares that could have been subscribed for immediately prior to such event.
(b) In the event of share capital reduction motivated by losses, the rights of the Holder in respect of the number of shares to subscribe and purchase upon exercise of this Warrant will be reduced accordingly, as if the Holder had been shareholder as from the date of issue of the Warrant, and as if the Warrant had been fully vested as of that date.
| 5. | Non transferability of Warrant. |
(a) Except as provided in sub-section (b) below, this Warrant and all rights hereunder may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or laws of descent or distribution and may be exercised, during the lifetime of the Holder, only by the Holder.
(b) The transfer of this Warrant to the Holder’s Immediate Family shall be exempt from the provisions of section 5(a), provided however that the transferee agrees to be bound by and comply with the provisions of this Warrant, and signs a consent in the form attached hereto. « Immediate Family » as used herein shall mean the spouse, a direct descendant or ascendant, a brother or a sister of the Holder.
(c) This certificate is not transferable by endorsement or any other means and does not constitute evidence of ownership. If and when allowed, assignment of all or part of this Warrant may only be completed by notifying the form of assignment attached hereto, duly completed and signed by the Holder.
| 6. | Merger. |
In the event of merger of the Company, the Holder of the Warrant will be notified and given the same information as if he were a shareholder in order to exercise, if he wishes so, his subscription rights. Moreover, had he not acquired his full rights, the Board of Directors may, in its sole discretion and as an exception to section 2 hereof, decide to increase the number of shares for which he will exercise his right, within the limit of the total number of shares authorized hereunder.
| 7. | Applicable law. |
This Warrant and this Agreement are subject to the laws of the Republic of France.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on 02/16/04.
All signed copies of this Agreement shall be deemed originals.
| /s/ Xxxxxxx Xxxxxxxx | /s/ Xxxxx Xxxx | |||
| BUSINESS OBJECTS S.A. | Xxxxx Xxxx | |||
By :
|
Xxxxxxx Xxxxxxxx | |||
| Chairman of the Board of Directors | ||||
FORM OF SUBSCRIPTION
[to be signed upon exercise of Warrant]
BUSINESS OBJECTS S.A.
Société anonyme
with a share capital of 9,490,369.70 euros
Registered office : 000-000 xxx Xxxxxxx Xxxxxx
92300 Levallois-Perret
R.C.S. Nanterre B 379 821 994
__________________
The undersigned, Holder of __________________ Share Warrants in total, the issue of which was authorized and approved by the Extraordinary Shareholders Meeting of December 11, 2003, for a price of __________________euros per Warrant Share, hereby elects to purchase thereunder, __________________Ordinary Shares of 0.10 euro nominal value each of BUSINESS OBJECTS S.A., and herewith makes payment of _____________________________________________________ euros.
The undersigned requests that the confirmation for such Ordinary Share be issued in the name of and delivered to __________________ Whose address is __________________
Made on this __________ day of ______________, ____________
By Xxxxx Xxxx
____________________________________________
[above signature, please handwrite “Valid for subscription of ______________________ shares.”]
FORM OF ASSIGNMENT
[to be signed upon transfer of Warrant]
The undersigned hereby sells, assigns and/or transfers unto ___________________, who qualifies as an Immediate Family member in its capacity as ______________, the rights represented by the within Warrant to purchase _________________ Ordinary Shares of Business Objects S.A., to which the within Warrant relates.
Made on this __________ day of ______________, ____________
Signature
Name
Address
Signed in the presence of:
