EXHIBIT 4.5
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 Xx. Xxxx 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, Holder, or assigns as further defined hereunder, is entitled
to subscribe from Business Objects S.A., a corporation organized under the laws
of the Republic of France, (hereinafter "the Company"), 45,000 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 17.04 euros per
share, subject to adjustment in accordance with section 4 hereof, and subject to
the vesting provisions of section 2 hereof. These 45,000 Warrant Shares
(collectively "the Warrant(s)") were granted by the Board of directors of the
Company at the meeting held on June 15, 2004 at the registered office of the
Company in accordance to the authorization granted by the Shareholders of the
Company at the meeting held on June 10, 2004, at l'Espace Grande Arche, Salle
Xxxxxxx, Xxxxxx de la Defense, 92 800 Puteaux (France).
2. Exercise period and vesting schedule
(a) To the extent it has then vested pursuant to Section 2(b)
below, these Warrants 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, these Warrants shall remain exercisable for a
period of ninety days, and shall terminate on the 91st day thereafter.
(b) These Warrants may be exercised up to 15,000 shares on or
after June 1, 2005, up to 15,000 shares on or after June 1, 2006, and up to the
remaining 15,000 shares on or after June 1, 2007.
(c) These Warrants may be exercised in one or several lots, but at
the latest on the earlier of the two following dates : (i) June 15, 2009, or
(ii) in case of termination of the term of office as Director of the Company,
within 90 days following such termination date. After this date the non
exercised Warrants will be null.
3. Exercise of Warrants.
The rights represented by these Warrants 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 new shares issued with
respect to which the Warrants are 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 these Warrants, confirmations or
"attestations d'inscription en compte" shall be delivered to the Holder within a
reasonable time. The rights represented by these Warrants 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 Warrants have not been exercised
in full, the Company should proceed to any transaction mentioned in articles 171
et seq. of Decree n degrees 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 the Warrants 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 upon
exercise of these Warrants will be reduced accordingly, as if the Holder had
been shareholder as from the date of issue of the Warrants, and as if the
Warrants had been fully vested as of that date.
5. Non transferability of Warrants.
(a) Except as provided in sub-section (b) below, these Warrants
and all rights hereunder may not be sold, pledged, 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 these 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
Agreement, 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 Agreement 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 these Warrants 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 Warrants 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.
These Warrants and this Agreement are subject to the laws of the Republic of
France.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on June 22,
2004. All signed copies of this Agreement shall be deemed originals.
/s/ Xxxxxxx Xxxxxxxx /s/ Xxxx Xxxx
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BUSINESS OBJECTS S.A. The Holder
By: Xxxxxxx Xxxxxxxx
Chairman of the Board of Directors
FORM OF SUBSCRIPTION
[to be signed upon exercise of Warrants]
BUSINESS OBJECTS S.A.
Societe anonyme
with a share capital of 9 503 468.50 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 decided by the Board of directors of the Company at the meeting
held on June 15, 2004 in accordance to the authorization granted by the
Shareholders of the Company at the meeting held on June 10, 2004, for a price of
____________ euros per Share, hereby elects to exercise ____________Warrants and
to subscribe ___________________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
_______________________________
Signature
[above signature, please handwrite "Valid for subscription of ___________
shares."]
FORM OF ASSIGNMENT
[to be signed upon transfer of Warrants]
Pursuant to the terms and conditions of the section 5(b), the undersigned
hereby transfers to ___________________, who is qualified as an Immediate Family
member in his/her capacity as ______________, the Warrants to subscribe
__________ Ordinary Shares of Business Objects S.A..
Made on this __________ day of ______________, ____________
Signature
Name
Address
Signed in the presence of:
