Exhibit 10.4


 


LAWSON SOFTWARE, INC.


2001 EMPLOYEE STOCK PURCHASE PLAN


(amended and restated as of April 1, 2006)


 


ARTICLE I. INTRODUCTION


 


SECTION 1.01
Purpose. The purpose of the Lawson Software, Inc.
(the “Company”) 2001 Employee Stock Purchase Plan is to provide the employees
of the Company and related corporations with an opportunity to share in the
ownership of the Company by providing them a convenient means for regular and
systematic purchases of the Company’s Common Stock and, thus, to develop a stronger
incentive to work for the continued success of the Company.


 


SECTION 1.02
Rules of Interpretation. It is intended that the Plan be an “employee
stock purchase plan” as defined in Section 423(b) of the Internal
Revenue Code of 1986, as amended (the “Code”), and Treasury Regulations
promulgated thereunder, if approved by the Company’s stockholders. Accordingly,
the Plan will be interpreted and administered in a manner consistent therewith
if so approved. All Participants in the Plan will have the same rights and
privileges consistent with the provisions of the Plan.


 


SECTION 1.03
Definitions. For purposes of the Plan, the following
terms will have the meanings set forth below:


 


(a)                                  “Acceleration Date” means either an
Acquisition Date or a Transaction Date.


 


(b)                                 “Acquisition Date” means (i) the date
of public announcement of the acquisition of “beneficial ownership” (as defined
in Rule 13d-3 under the Securities Exchange Act of 1934 (the “Exchange Act”)
or any successor rule thereto) of more than fifty percent (50%) of the
outstanding voting stock of the Company by any “person” (as defined in Section 13(d) of
the Exchange Act) other than the Company, by means of a tender offer, exchange
offer or otherwise; and (ii) the date five (5) business days after
the date of public announcement of the acquisition of beneficial ownership (as
so defined) of more than twenty- five percent (25%) but not more than fifty
(50%) of the outstanding voting stock of the Company by any person (as so
defined) other than the Company, by means of a tender offer, exchange offer or
otherwise if, during such five (5) business day period, the Board or the
Committee has not, by resolution duly adopted, elected that such acquisition
not give rise to an Acquisition Date. In any such resolution, the Board or
Committee may elect that any continued acquisition or acquisitions by the
same person (as so defined) which would otherwise trigger an Acquisition Date
under clause (ii) above shall also not give rise to an Acquisition Date.


 


(c)                                  “Affiliate” means any parent or subsidiary
corporation of the Company, as defined in Sections 424(e) and 424(f) of
the Code.


 


(d)                                 “Board” means the Board of Directors of
the Company.


 


(e)                                  “Committee” means the committee appointed
under Section 11.01.


 


(f)                                    “Company” means Lawson Software, Inc.,
a Delaware corporation, and its successors by merger or consolidation as
contemplated by Article XII herein.


 

















 


(g)                                 “Current Compensation” means base
compensation, paid by the Company to a Participant in accordance with the terms
of his or her employment, but excluding all forms of special compensation.


 


(h)                                 “Employer” means the Company or a
Participating Affiliate, as the case may be.


 


(i)                                     “Fair Market Value” as of a given date
means such value per share of the Stock as reasonably determined by the
Committee in a manner consistent with Section 423, but which is not less
than the last sale price as reported by the National Association of Securities
Dealers Automated Quotation System (“Nasdaq”). If on a given date the Stock is
not traded on an established securities market, the Committee shall make a good
faith attempt to satisfy the requirements of this Section 1.03(i) and
in connection therewith shall take such action as it deems necessary or
advisable.


 


(j)                                     “Participant” means a Regular Full-Time
Employee who is eligible to participate in the Plan under Section 2.01 or
any other eligible employee designated by the Committee pursuant to Section 2.01
and who has elected to participate in the Plan.


 


(k)                                  “Participant Plan Account” means the account that holds the
whole and/or fractional shares of the Participant.


 


(l)                                     “Participating Affiliate” means an
Affiliate which has been designated by the Committee in advance of the Purchase
Period in question as a corporation whose eligible Regular Full-Time Employees may participate
in the Plan.


 


(m)                               “Plan” means the Lawson Software, Inc.
2001 Employee Stock Purchase Plan, the provisions of which are set forth
herein.


 


(n)                                 “Purchase Percentage” means the percentage described in Section 4.02.


 


(o)                                 “Purchase Period” means each of the four
three-month periods beginning on January 1, April 1, July 1, and
October 1 of each year and ending on the last U.S. business day in the
following March, June, September, and December, respectively. The Committee
shall have the power and authority to change the duration and/or frequency of
Purchase Periods with respect to future purchases without stockholder approval,
if such change is announced at least five (5) days prior to the scheduled
beginning of a Purchase Period.


 


(p)                                 “Regular Full-Time Employee” means an
employee of the Company or a Participating Affiliate, including an officer or
director who is also an employee, except an employee whose customary employment
is less than twenty (20) hours per week.


 


(q)                                 “Stock” means the Company’s Common Stock,
$.01 par value, as such stock may be adjusted for changes in the stock of
the Company as contemplated by Article XII herein.


 


(r)                                    “Stock Purchase Account” means the account
maintained in the books and records of the Company recording the amount
received from each Participant through payroll deductions made under the Plan.


 


(s)                                  “Transaction Date” means the date of
stockholder approval of (i) any consolidation or merger of the Company in
which the Company is not the continuing or surviving corporation or pursuant to
which shares of Company stock would be converted into cash, securities or other
property, other than a merger of the Company in which stockholders immediately
prior to the merger have the same proportionate ownership of stock of the
surviving corporation immediately after the merger; (ii) any sale, lease,


 


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exchange or other
transfer (in one transaction or a series of related transactions) of all
or substantially all, of the assets of the Company; or (iii) any plan of
liquidation or dissolution of the Company.


 


ARTICLE II. ELIGIBILITY AND PARTICIPATION


 


SECTION 2.01
Eligible Employees. Except
as provided in Section 2.02, all Regular Full-Time Employees who
are residents of the United States shall be eligible to participate in the Plan
beginning on the first day of the first full Purchase Period to commence after
such person becomes a Regular Full-Time Employee. Subject to the provisions of Article VII,
each such employee will continue to be eligible to participate in the Plan so
long as he or she remains a Regular Full-Time Employee. At the discretion of
the Committee, employees who are not residents of the United States may participate
in the Plan if they otherwise meet the requirements of this Section 2.01.


 


SECTION 2.02
Participation. All Regular Full-Time Employees who are
resident in the United States and all other eligible employees designated by
the Committee pursuant to Section 2.01 may elect to participate in
the Plan for a given Purchase Period by filing with the Company in advance of
that Purchase Period, and in accordance with such terms and conditions as the
Company in its sole discretion may impose, an election for such purpose
(which authorizes regular payroll deductions from Current Compensation
beginning with the first payday in that Purchase Period and continuing until
the employee withdraws from the Plan or ceases to be eligible to participate in
the Plan).


 


SECTION 2.03
Limits on Stock Purchase. No employee shall be granted any right
to purchase hereunder if such employee, immediately after a right to purchase
is granted, would own, directly or indirectly, within the meaning of Section 423(b)(3) and
Section 424(d) of the Code stock possessing five percent 5% or more
of the total combined voting power or value of all the then classes of the
capital stock of the Company or of all Affiliates.


 


SECTION 2.04
Voluntary Participation. Participation in the Plan on the part of
the Participant is voluntary and such participation is not a condition of
employment nor does participation in the Plan entitle a Participant to be
retained as an employee.


 


ARTICLE III. PAYROLL DEDUCTIONS AND
STOCK PURCHASE ACCOUNT


 


SECTION 3.01
Deduction from Pay. A Participant shall elect to have
payroll deductions made for each pay period in any whole percentage of Current
Compensation not to exceed fifteen percent (15%), or such other percentage as
the Committee in its sole discretion may establish from time to time
before the first business day of a Purchase Period. No payroll deductions will
be made on behalf of a Participant, or credited to a Participant’s Stock
Purchase Account, unless and until a Participant makes an election to
participate as described in Section 2.02. The Participant may reduce
or increase future payroll deductions (within the foregoing limitations) in
accordance with such terms and conditions as the Company in its sole discretion
may impose, for such purpose. The effective date of any reduction or
increase in future payroll deductions will be the first day of the next
succeeding Purchase Period. Also, the Participant may cease making payroll
deductions in accordance with Section 6.01,


 


SECTION 3.02
Credit to Account. Payroll deductions will be credited to
the Participant’s Stock Purchase Account as determined by the Committee in its
sole discretion.


 


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SECTION 3.03
Interest. Except as otherwise determined by the
Committee, no interest will be paid upon payroll deductions or on any amount
credited to, or on deposit in, a Participant’s Stock Purchase Account.


 


SECTION 3.04
Nature of Account. The Stock Purchase Account is
established solely for accounting purposes, and all amounts credited to the
Stock Purchase Account will remain part of the general assets of the
Company or the Participating Affiliate (as the case may be).


 


SECTION 3.05
Additional Contributions. A Participant may not make any
payment into the Stock Purchase Account other than the payroll deductions made
pursuant to the Plan, unless otherwise approved by the Committee.


 


ARTICLE IV. RIGHT TO PURCHASE SHARES


 


SECTION 4.01
Number of Shares. Each Participant will have the right to
purchase all, but not less than all, of the largest number of whole and/or
partial shares of Stock that can be purchased at the price specified in Section 4.02
with the entire credit balance available in the Participant’s Stock Purchase
Account on the last business day of the Purchase Period, subject to the
limitations that (a) no more than the maximum number of shares of Common
Stock, as established by the Committee prior to the beginning of any given Purchase
Period, may be purchased under the Plan by any one Participant for a given
Purchase Period, and (b) in accordance with Section 423(b)(8) of
the Code, no more than Twenty-Five Thousand Dollars ($25,000) in Fair Market
Value (determined at the beginning of each Purchase Period) of Stock and other
stock may be purchased under the Plan and all other employee stock
purchase plans (if any) of the Company and the Affiliates by any one
Participant for each calendar year. If the purchases for all Participants would
otherwise cause the aggregate number of shares of Stock to be sold under the
Plan during a given Purchase Period to exceed the number specified in Section 11.04,
however, each Participant shall be allocated a pro rata portion of the Stock to
be sold.


 


SECTION 4.02
Purchase Price. The purchase price for any Purchase
Period shall be 85% of the Fair Market Value of the Stock on the last business
day of that Purchase Period rounded up to the next higher full cent unless, prior
to the first business day of a Purchase Period, the Committee establishes a
different price for a Purchase Period and provided that the price established in
no event is less than the price permitted pursuant to Section 423 of the
Code.


 


ARTICLE V. EXERCISE OF RIGHT


 


SECTION 5.01
Purchase of Stock. The
entire credit balance in each Participant’s Stock Purchase Account on the last
business day of a Purchase Period will be used to purchase the largest
number of whole and/or partial shares of Stock purchasable with such amount
(subject to the limitations of Section 4.01) unless the Participant has
filed with the Employer in advance of that date and subject to such terms and
conditions as the Company in its sole discretion impose, an election to receive
the entire credit balance in cash.


 


SECTION 5.02
Cash Distributions. Any amount remaining in a Participant’s
Stock Purchase Account after the last business day of a Purchase Period will be
paid to the Participant in cash within thirty-one (31) days after the end of
that Purchase Period.


 


SECTION 5.03
Notice of Acceleration Date. The Company shall use its reasonable
efforts to notify each Participant in writing at least ten (10) days prior
to any Acceleration Date that the then current Purchase Period will end on such
Acceleration Date.


 


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ARTICLE VI. WITHDRAWAL FROM PLAN


 


SECTION 6.01
Voluntary Withdrawal. A Participant may at any time, in
accordance with such terms and conditions as the Company in its sole discretion
may impose, withdraw from the Plan and cease making payroll deductions. In
such event, the Participant may request that either (a) the entire
credit balance in the Participant’s Stock Purchase Account be paid to the
Participant in cash (without interest) within thirty-one (31) days, or (b) the
entire credit balance in the Participant’s Stock Purchase Account be held in
such account until used to purchase shares of Stock in accordance with Section 5.01.
A Participant who withdraws from the Plan will not be eligible to reenter the
Plan until the beginning of the next Purchase Period following the date of such
withdrawal by filing with his or her Employer in advance of the enrollment
deadline for that Purchase Period, and in accordance with such terms and
conditions as the Company may impose, an election for such purpose.


 


SECTION 6.02
Death. Participation in the Plan will cease on
the date of the Participant’s death and the Stock Purchase Account and
Participant Plan Account will be paid as follows:


 


a)                    Stock Purchase
Account – will be paid to the Participant’s estate in cash (without interest)
within 31 days.


 


b)                   Participant
Plan Account – will be paid to the named Beneficiary or Beneficiaries. Each
Participant may designate one or more beneficiaries. In the event the
Participant does not name a Beneficiary or if the Participant’s named
Beneficiary or Beneficiaries do not survive the Participant, then the Company
shall designate a Beneficiary or Beneficiaries to receive the Participant Plan
Account in the following order:


 


(i)                         The
Participant’s spouse, if living at the time of the Participant’s death.


(ii)                      The
Participant’s child or children in equal shares, per stirpes.


(iii)                   The Participant’s
parents equally.


(iv)                  The surviving
brothers and sisters equally.


(v)                     The estate of
the Participant.


 


The Participant may change
or revoke any such designation from time to time. No such designation, change
or revocation will be effective unless made by the Participant according to the
terms and conditions that the Company may impose. Unless the Participant
has otherwise specified in the beneficiary designation, the beneficiary or
beneficiaries so designated will become fixed as of death so that, if a
beneficiary survives the Participant but dies before the receipt of the payment
due such beneficiary, the payment will be made to such beneficiary’s estate.


 


SECTION 6.03
Termination of Employment. Participation in the Plan will end on
the date the Participant ceases to be a Regular Full-Time Employee. In such
event, the entire credit balance in the Participant’s Stock Purchase Account
will be paid to the Participant in cash (without interest) within thirty-one (31)
days. For purposes of this Section, a leave of absence which has been approved
by the Committee will not be deemed a termination of employment as a Regular
Full-Time Employee.


 


ARTICLE VII. GLOBAL PARTICIPANTS


 


SECTION 7.01
Global Participants. The Committee shall have the power and
authority to allow Participants or others of those Affiliates who are not
Participating Affiliates


 


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or
other entities, so designated by the Committee, who work or reside outside of
the United States on behalf of the Company an opportunity to acquire Stock
pursuant to the Plan in accordance with such special terms and conditions as
the Committee may designate with respect to each such Affiliate. Without
limiting the authority of the Committee, the special terms and conditions which
may be established with respect to each such Affiliate, and which need not
be the same for all Affiliates, include but are not limited to the right to
participate, procedures for elections to participate, the payment of any
interest with respect to amounts received from or credited to accounts held for
the benefit of Participants, the purchase price of any shares to be acquired,
the length of any purchase period, the maximum amount of contributions, credits
or Stock which may be acquired by any Participant, an a Participant’s
rights in the event of his or her death, disability, withdrawal from the Plan,
termination of employment on behalf of the Company and all matters related
thereto. This Article 7.01 is not subject to Section 423 of the Code
or any other provision of the Plan which refers to or is based upon such
Section. For tax purposes, this Article 7.01 shall be treated as separate
and apart from the balance of the Plan.


 


ARTICLE VIII. NONTRANSFERABILITY


 


SECTION 8.01
Nontransferable Right to Purchase. The right to purchase Stock hereunder may not
be assigned, transferred, pledged or hypothecated (whether by operation of law
or otherwise), except as provided in Section 6.02, and will not be subject
to execution, attachment or similar process. Any attempted assignment,
transfer, pledge, hypothecation or other disposition or levy of attachment or
similar process upon the right to purchase will be null and void and without
effect.


 


SECTION 8.02
Nontransferable Account. Except as provided in Section 6.02,
the amounts credited to a Stock Purchase Account may not be assigned,
transferred, pledged or hypothecated in any way, and any attempted assignment,
transfer, pledge, hypothecation or other disposition of such amounts will be
null and void and without effect.


 


ARTICLE IX. ISSUANCE OF STOCK


 


SECTION 9.01
Issuance of Purchased Shares. Within thirty-one (31) days after the
last day of each Purchase Period, and subject to such terms and conditions as
the Committee in its sole discretion may impose, the Company will cause
the Stock purchased pursuant to the Plan to be issued for the benefit of the
Participant and held in the Participant Plan Account pursuant to Section 9.04
of the Plan.


 


SECTION 9.02
Securities Laws. The Company shall not be required to
issue or deliver any shares representing Stock prior to registration under the
Securities Act of 1933, as amended, or registration or qualification under any
state law if such registration is required. The Company will use its best
efforts to accomplish such registration (if and to the extent required) not
later than a reasonable time following the Purchase Period, and delivery of
shares may be deferred until such registration is accomplished.


 


SECTION 9.03
Completion of Purchase. A Participant will have no interest in
the Stock purchased until such Stock is issued to the Participant Plan Account for
the benefit of the Participant pursuant to the Plan.


 


SECTION 9.04
Form of Ownership. The shares representing Stock issued
under the Plan will be held in the Participant Plan Account in the name of the
Participant, until such time as certificates for shares of Stock are delivered
to or for the benefit of the Participant pursuant to Section 9.05 of the
Plan.


 


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SECTION 9.05
Delivery. Subject
to such terms and conditions as the Company in its sole discretion may impose,
by filing with the Company an election provided by the Company for such
purpose, the Participant may elect to have the Company cause to be
delivered to or for the benefit of the Participant a certificate for the number
of whole shares and cash for the number of fractional shares representing the
Stock purchased pursuant to the Plan. The election will be processed as soon as
administratively practicable after receipt.


 


ARTICLE X. EFFECTIVE DATE AND AMENDMENT OR
TERMINATION OF PLAN


 


SECTION 10.01
Effective Date and Plan Commencement. The Plan was adopted by the Board of
Directors of the Company. The initial effective date of the Plan was December 7,
2001 and the most recent amended and restated version of the Plan is April 1,
2006. The initial Purchase Period under the Plan commenced on the effective
date of the Company’s Registration Statement on Form S-1 for the initial
public offering of the Company’s Stock (the “IPO Date”) and continued until December 31,
2002 (the “Initial Offering Period”). Commencing April 1, 2006, each
succeeding Purchase Period will commence and terminate in accordance with Section 1.03(o).


 


SECTION 10.02
Powers of Board. The Board may at any time amend or
terminate the Plan, except that no amendment will be made without prior
approval of the stockholders which would (a) authorize an increase in the
number of shares of Stock which may be purchased under the Plan, except as
provided in Section 12.01, (b) permit the issuance of Stock before
payment therefor in full, (c) reduce the price per share at which the
Stock may be purchased, or (d) absent such stockholder approval,
cause Rule 16b-3 to become unavailable with respect to the Plan.


 


SECTION 10.03
Automatic Termination. The Plan will terminate automatically five
(5) years from the effective date. The Board may by resolution extend
the Plan for one or more additional periods of five years each.


 


ARTICLE XI. ADMINISTRATION


 


SECTION 11.01
Appointment of Committee. The Plan shall be administered by a
committee (the “Committee”) established by the Board and meeting the
requirements of Rule 16b-3 as in effect from time to time.


 


SECTION 11.02
Powers of Committee. Subject to the provisions of the Plan,
the Committee will have full authority to administer the Plan, including
authority to interpret and construe any provision of the Plan, to establish
deadlines by which the various administrative forms must be received in order
to be effective, and to adopt such other rules and regulations for
administering the Plan as it may deem appropriate. Decisions of the
Committee will be final and binding on all parties who have an interest in the
Plan. Notwithstanding the foregoing, the Committee shall have the power and
authority to allow Participants who work or reside outside of the United States
to acquire Stock pursuant to the Plan in accordance with such special terms and
conditions as the Committee may designate with respect to each such
Participating Affiliate and which may not be the same for all Affiliates.


 


SECTION 11.03
Power and Authority of the Board of
Directors. Notwithstanding anything to the
contrary contained herein, the Board of Directors may, at any time and from
time to time, without any further action of the Committee, exercise the powers
and duties of the Committee under the Plan.


 


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SECTION 11.04
Stock to be Sold. The
Stock to be issued and sold under the Plan may be treasury Stock or
authorized but unissued Stock, or the Company may go into the open market
and purchase Stock for sale under the Plan. Except as provided in Section 12.01,
the maximum number of shares of Common Stock which shall be made available for
sale under the Plan shall be 20,805,000 shares of Common Stock aggregated over
the term of the Plan or such lesser amount as the Board of Directors may determine
prior to the effective date of the Plan. The Committee or Board of Directors
has the discretion to limit the number of shares available for purchase under
the Plan during each Purchase Period.


 


SECTION 11.05
Notices. Notices to the Committee should be
addressed as follows:


 


Lawson Software, Inc.


Attention:  Corporate Secretary


380 St. Peter Street


St. Paul, MN 55102


 


ARTICLE XII. ADJUSTMENT FOR CHANGES IN STOCK OR
COMPANY


 


SECTION 12.01
Stock Dividend or Reclassification. If the outstanding shares of Stock are
increased, decreased, changed into or exchanged for a different number or kind
of securities of the Company, or shares of a different par value or without par
value, through reorganization, recapitalization, reclassification, stock
dividend, stock split, amendment to the Company’s Certificate of Incorporation,
reverse stock split or otherwise, an appropriate adjustment shall be made in
the maximum numbers and/or kind of securities to be sold under this Plan with a
corresponding adjustment in the purchase price to be paid therefor.


 


SECTION 12.02
Merger or Consolidation. If the Company is merged into or
consolidated with one or more corporations during the term of the Plan,
appropriate adjustments will be made to give effect thereto on an equitable
basis in terms of issuance of shares of the corporation surviving the merger or
of the consolidated corporation, as the case may be.


 


ARTICLE XIII. APPLICABLE LAW


 


Rights to purchase Stock
granted under this Plan shall be construed and shall take effect in accordance
with the laws of the State of Minnesota without giving effect to the conflict of
laws principles thereof.


 


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