EXHIBIT 2.1.1
SRC SOFTWARE, INC.
FORM OF RETENTION BONUS PLAN
This Retention
Bonus Plan (the “Program”) is hereby established by SRC
Software, Inc., a Delaware corporation (the “Company”)
on July ___, 2005. This Program shall be effective and in force
solely upon the closing of the Merger (defined in Section 1
below).
1.
Purposes of the Program . In connection with that certain
Agreement and Plan of Merger (“Agreement”) by and among
Business Objects S.A., a société anonyme organized
under the laws of the Republic of France (“Parent”),
Sodium Acquisition Corporation, a Delaware corporation and wholly
owned subsidiary of Parent (“Merger Sub”), the Company,
Vista Equity Fund II LP, a Cayman Islands exempted limited
partnership (“Vista” or the “Holder Agent,”
as the context requires), Andrew Ferguson, Stephen Reiff and Philip
Sandstrom (such individuals together with Vista, each a
“Stockholder” and, collectively, the
“Stockholders”), the Company and Parent wish to retain
certain designated key employees of the Company through the
consummation of the transactions contemplated by the Agreement (the
“Merger”). The purpose of the Program is to provide an
incentive to such employees to continue in the service of Parent,
the Company or any subsidiary of Parent (each an
“Employer”) for the Retention Period (as defined in
Section 3 below) notwithstanding the consummation of the
Merger.
2.
Administration . The Program shall be interpreted and
administrated by the Board of Directors of the Company (the
“Company Board of Directors”) or by a person designated
by the Company Board of Directors, whose actions shall be final and
binding on all persons, including each Designated Continuing
Employee (as defined in Section 3).
3.
Definitions .
(a)
“Cause” means any of the following, as reasonably
determined by the Board of Directors of the Designated Continuing
Employee’s respective Employer: (i) the continued
failure by the Designated Continuing Employee to perform lawful
duties as directed by the Employer Board of Directors,
(ii) gross negligence or willful misconduct by the Designated
Continuing Employee in the performance of his or her duties,
(iii) the Designated Continuing Employee’s commission of
a felony or any misdemeanor involving dishonesty, disloyalty or
fraud with respect to the Employer, or (iv) any material breach by
the Designated Continuing Employee of his or her employment
agreement between the Designated Continuing Employee and the
Employer, if any; provided, however, that if “Cause” is
defined in the written employment agreement between Employer and a
Designated Continuing Employee, the definition of such term in the
employment agreement shall apply for purposes of this Program in
lieu of the foregoing definition.
(b)
“Designated Continuing Employees” means, collectively,
the individuals listed on Schedule A (each a
“Designated Continuing Employee”).
(c)
“Good Reason” means any of the following:
(i) material reduction in the Designated Continuing
Employee’s duties, responsibilities or compensation, as
compared to such duties, responsibilities or compensation
immediately prior to the Merger Closing Date; or (ii) a
requirement that the Designated Continuing Employee regularly
perform his or her duties of employment at a location more than 50
miles from the location of the Designated Continuing
Employee’s employment immediately prior to the Merger Closing
Date; provided, however, that if “Good Reason” is
defined in the written employ
