Exhibit
10.20


 


MANIFESTO
STOCK OPTION AGREEMENT


 


LAWSON
SOFTWARE, INC.


2001 STOCK INCENTIVE
PLAN


(Manifesto Option Grant
January 17, 2005)


 


1.             Option Grant and
Option Exercise Price.  Pursuant to
the Lawson Software, Inc. 2001 Stock Incentive Plan (the “Plan”), Lawson
Software, Inc., a Delaware corporation (the “Company” or “Lawson”) grants to
the participant (“Participant”) whose name is specified on the Certificate of
Stock Option Grant on the Salomon Smith Barney website at www.benefitaccess.com
(the “Certificate”), an option to purchase shares of common stock (“Common
Stock”) of the Company as follows:


 


The Company grants to Participant an option (the “Option”
or “Stock Option”) to purchase the number of full shares of Common Stock shown
on the Certificate (the “Shares”) at an exercise and purchase price in United
States dollars (the “Grant Price”) per Option Share equal to the Grant Price
listed on the Certificate (which is the closing price for the Common Stock on
Nasdaq (symbol:  LWSN) on the Grant Date),
subject to the terms and conditions set forth in the Plan, this Stock Option
Agreement (“Agreement”) and the Certificate. 
The Grant Date of this Stock Option is stated on the Certificate.  The Option will be in effect commencing on
the Grant Date and terminating on the Grant Expiration Date listed on the
Certificate or such earlier date and time described in this Agreement (the “Option
Period”).  This Option is an “Incentive
Stock Option (ISO)” or a “Nonqualified Stock Option,” as identified on the Certificate
under “Type of Stock Option.”


 


2.             Option Subject to
Plan; Definitions.  This Stock Option
and its exercise are subject to the terms and conditions of the Plan, and the
terms of the Plan shall control to the extent not otherwise inconsistent with the
provisions of this Agreement.  This Stock
Option is subject to any rules promulgated pursuant to the Plan by the Board of
Directors of the Company or the Committee. 
The capitalized terms not otherwise defined in this Agreement have the
same meanings assigned to them in the Plan.


 


2.1           The term “Cause”
means Termination of Participant’s Service initiated by the Company or its
Subsidiaries because of:  (1) if
Participant has entered into any written and executed contract(s) with the
Company or its Subsidiaries, any breach by 
Participant of such contract that has a material adverse effect on the
Company or any Subsidiary (as reasonably determined by the Company) and which
is not or cannot reasonably be cured within 10 days after written notice from
the Company to Participant; (2) any violation by Participant of the Company’s
or a Subsidiary’s policies, rules or regulations that has a material adverse
effect on the Company or any Subsidiary (as reasonably determined by the
Company) and which is not or cannot be cured within 10 days after written
notice from the Company to Participant; (3) commission of any act of fraud,
embezzlement or dishonesty by Participant that is materially injurious to the
Company or any Subsidiary (as reasonably determined by the Company); or (4) any
other intentional misconduct by Participant adversely affecting the business or
affairs of the Company or any Subsidiary in any material manner (as reasonably
determined by the Company).


 


2.2           The term “Change
in Control Transaction” means (1) the closing of a tender offer


 


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or exchange offer for the ownership of 50% or more of
the outstanding voting securities of the Company, (2) the Company shall have
entered into a definitive agreement with respect to a tender offer, exchange
offer or  merger,  consolidation or other business combination
with another corporation and as a result of such tender offer, exchange offer,
merger, consolidation or combination 50% or fewer of the outstanding voting securities
of the surviving or resulting corporation are owned in the aggregate by the
former stockholders of the Company, other than affiliates (within the meaning
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of any
party to such merger or consolidation, as the same shall have existed
immediately prior to such merger or consolidation, (3) the Company shall have
entered into a definitive agreement to sell substantially all of its assets to
another corporation which is not a direct or indirect wholly owned Subsidiary
of the Company, (4) a person, within the meaning of Section 3(a)(9) or of
Section 13(d)(3) (as in effect on the date of this Agreement) of the Exchange
Act, shall acquire 50% or more of the outstanding voting securities of the
Company (whether directly, indirectly, beneficially or of record) (for purposes
hereof, ownership of voting securities shall take into account and shall
include ownership as determined by applying the provisions of Rule 13d-3(d)(1)(i)
as in effect on the date of this Agreement) pursuant to the Exchange Act, (5)
individuals who constitute the Company’s Board of Directors on the date of this
Agreement (the “Incumbent Board”) cease for any reason to constitute at least a
majority thereof, provided that any person becoming a director subsequent to
the date of this Agreement whose election, or nomination for election by the
Company’s stockholders, was approved by a vote of at least 50% of the directors
comprising the Incumbent Board shall be, for purposes of this clause (5),
considered as though such person were a member of the Incumbent Board, or (6)
approval by the stockholders of the Company of a complete liquidation or
dissolution of the Company.


 


2.3           The term “Disability”
means Termination of Participant’s Service because of a permanent disability as
defined under any retirement plan of the Company or its Subsidiaries.


 


2.4           The term “Fair
Market Value” has the meaning described in Section 6 of the Plan.


 


2.5           The term “Good
Reason” means:  (1) the assignment to the
Participant of any duties inconsistent in any respect with the Participant’s
position (including status, offices, titles and reporting requirements),
authority, duties or responsibilities in effect as of the date of this
Agreement, or any diminution in such position, authority, duties or
responsibilities (whether or not occurring solely as a result of the Company
ceasing to be a publicly traded entity or becoming a subsidiary), excluding for
this purpose an isolated, insubstantial and inadvertent action not taken in bad
faith and that is remedied by the Company promptly after receipt of notice
thereof given by the Participant; (2) any reduction in Participant’s annual
base salary or annual target incentive compensation compared with the annual base
salary and annual target incentive compensation in effect for Participant for
the Company’s most recent fiscal year ended before the date of termination,
other than an isolated, insubstantial and inadvertent failure not occurring in
bad faith and that is remedied by the Company promptly after receipt of notice
thereof given by the Participant; (3) the Company’s requiring the Participant
to be based at any office or location other than in the Minneapolis-St. Paul
Metropolitan Area in Minnesota or the Company’s requiring the Participant to
travel on Company business to a substantially greater extent than required
immediately prior to the date of this Agreement; or (4) any material reduction
in Participant’s executive benefits compared with the


 


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Participant’s benefits provided by the Company to
Executive during the Company’s most recent fiscal year ended before the date of
termination.  The Participant’s mental or
physical incapacity following the occurrence of an event described above in
clauses (1) through (4) above shall not affect the Participant’s ability to
terminate employment for Good Reason. 
Any determination of “Good Reason” made by the Participant under this
Agreement shall be in good faith.


 


2.6           The term “Retirement”
means Termination of Participant’s Service (1) at or after age 55 provided
Participant has been employed by the Company or its Subsidiaries for at least
ten years or (2) at or after age 62.


 


2.7           The term “Subsidiary”
or “Subsidiaries” means a subsidiary corporation of the Company as defined in
the Plan.


 


2.8           The term “Termination
of Participant’s Service” means the last day of Participant’s regular full time
or part time employment with the Company and its Subsidiaries.


 


3.             Vesting and
Acceleration of Vesting.  Except as
specifically provided in this Agreement and the Plan, this Stock Option will
vest and first become exercisable on January 17, 2011, but only if Participant
has at all times been a regular full time or part time employee of the Company
or any Subsidiary from the Grant Date to the applicable vesting date.  Vested Option Shares may be exercised and
purchased during the Option Period, until termination under Section 4 below.  No vesting of the Option shall occur after
Termination of Participant’s Service, except only to the extent described in
Sections 3.1, 3.2 or 3.3 below.


 


3.1           Automatic
100% Acceleration of Vesting Upon Death, Disability or Retirement.  If there is a Termination of Participant’s
Service because of Participant’s death, Disability or Retirement, all
conditions of vesting will be assumed to have been met immediately before such
death, Disability or Retirement, and Participant or Participant’s estate will
have the right to exercise one hundred percent (100%) of the number of Shares
remaining under the Option, whether or not vested, during the applicable time
period in Section 4 below.  If
Termination of Participant’s Service is due to death, Disability or Retirement,
the acceleration of vesting under this Section 3.1 will be deemed to have
occurred prior to such Termination of Participant’s Service.


 


3.2           Automatic
100% Acceleration of Vesting if Options are Terminated In Connection with a
Change in Control Transaction.  If
the Option is to be terminated upon the completion of a Change in Control
Transaction, then (i) all conditions of vesting will be assumed to have been
met for one hundred (100%) of the then current total unvested Option Shares and
(ii) Participant will have the right to exercise all vested Option Shares
during the applicable time period in Section 4 below.  The acceleration of vesting under this
Section 3.2 will be deemed to have occurred immediately before the completion
of the Change in Control Transaction.


 


3.3           Automatic
100% Acceleration of Vesting Under Certain Conditions Within Two Years After a
Change in Control Transaction.  If
within two years after the completion of a Change in Control Transaction, there
is a Termination of Participant’s Service initiated by the Company or any
Subsidiary (or successor) other than for Cause or by the Participant for Good
Reason, then (i) all conditions of vesting will be assumed to have been met for
one hundred (100%) of the then current total unvested Option Shares and (ii)
Participant


 


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will have the right to exercise all vested Option
Shares during the applicable time period in Section 4 below.  The acceleration of vesting under this
Section 3.3 will be deemed to have occurred immediately before Termination of
Participant’s Service.


 


3.4           Leave
of Absence.  The Company’s leave of
absence procedure concerning stock options, that is in effect as of the date of
this Agreement, will also govern the vesting of the Option during a Company
approved leave of absence.


 


3.5           FY 2006
Loyalty Metric.  The term “FY2006
Loyalty Metric” means that Lawson has achieved a “client champion loyalty score”
of at least 90% of the industry benchmark as of May 31, 2006.  If Lawson meets or exceeds the FY2006 Loyalty
Metric as of May 31, 2006, then on the date of that achievement, 16.5% of the
Option (rounded up to the nearest whole share) shall automatically vest and
become exercisable for the remainder of the applicable time period in Section 4
below,


 


3.6           FY 2008
Loyalty Metric.  The term “FY2008
Loyalty Metric” means that Lawson has achieved a “client champion loyalty score”
of at least 105% of the industry benchmark as of May 31, 2008.  If Lawson meets or exceeds the FY2008 Loyalty
Metric as of May 31, 2008, then on the date of that achievement:  (a) 16.5% of the Option (rounded up to the
nearest whole share) shall automatically vest and become exercisable for the
remainder of the applicable time period in Section 4 below and (b) if the 16.5%
of the Option did not previously vest pursuant to Section 3.5 above, then that
portion of the Option shall automatically vest and become exercisable for the
remainder of the applicable time period in Section 4 below.


 


3.7           FY 2006
Revenue Metric.  The term “FY2006
Revenue Metric” means that Lawson has achieved 90% or more of the average
annual growth rate of financial competitor companies (as selected by the
Compensation Committee) as of May 31, 2006. 
If Lawson meets or exceeds the FY2006 Revenue Metric as of May 31, 2006,
then on the date of that achievement, 33.5% of the Option (rounded up to the
nearest whole share) shall automatically vest and become exercisable for the
remainder of the applicable time period in Section 4 below,


 


3.8           FY 2008
Revenue Metric.  The term “FY2008
Revenue Metric” means that Lawson has achieved 105% or more of the average
annual growth rate of financial competitor companies (as selected by the
Compensation Committee) as of May 31, 2008. 
If Lawson meets or exceeds the FY2008 Revenue Metric as of May 31, 2008,
then on the date of that achievement: 
(a) 33.5% of the Option (rounded up to the nearest whole share) shall
automatically vest and become exercisable for the remainder of the applicable
time period in Section 4 below and (b) if the 33.5% of the Option did not previously
vest pursuant to Section 3.7 above, then that portion of the Option shall
automatically vest and become exercisable for the remainder of the applicable
time period in Section 4 below.


 


4.             Termination and
Forfeiture.  The Stock Option,
whether or not vested, automatically expires at 5:00 p.m. United States Central
Time on the Grant Expiration Date, unless terminated on an earlier date as
described in this Agreement or the Plan. 
No vesting of the Stock Option shall occur after the date of Termination
of Participant’s Service and all such unvested Option Shares will be forfeited
as of 5:01 p.m. United States Central on the date of Termination of Participant’s
Service.  The unexercised portion of the
Stock Option that is vested will


 


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automatically terminate and be forfeited at the first of the following
to occur:


 


(1)                                  5:00
p.m. United States Central Time on the date of Termination of Participant’s
Service initiated by the Company or any Subsidiary for Cause;


(2)                                  5:00
p.m. United States Central Time on the date that is 90 days after Termination
of Participant’s Service for any reason or no reason, other than for (a) Cause,
(b) death, (c) Disability or (d) Retirement;


(3)                                  5:00
p.m. United States Central Time on the date that is one year after the date of
Termination of Participant’s Service due to death, Disability or Retirement; or


(4)                                  5:00
p.m. United States Central Time on the Grant Expiration Date.


 


5.             No Fractional
Shares.  This Stock Option may be exercised
only in whole Shares and not fractional Shares. 
Any fraction of a Share that would otherwise vest on any vesting date
will be rounded down to the nearest whole Share.


 


6.             Manner of Exercise.  Before the end of the Option Period, this
Stock Option may be exercised only by Participant (or by Participant’s guardian
or legal representative, or by Participant’s estate (if Participant is
deceased)) up to the extent then vested and exercisable by delivering to the
Company’s stock option administrator an irrevocable notice of exercise in the
form required by the Company.  The notice
of exercise shall state the number of Shares for which the Option is being
exercised and shall be accompanied by payment in full of the Grant  Price for those Shares (under Section 7
below) and applicable tax withholdings (under Section 10 below).


 


7.             Payment of Grant
Price.  Participant may pay the Grant
Price by wire transfer or check (bank check, certified check or personal check)
or by delivering to the Company for cancellation, in accordance with the rules
of the Committee, shares of Common Stock which have a Fair Market Value in
United States dollars equal to the Grant Price and which either (i) were
purchased on a national stock exchange or on the NASDAQ NMS system or (ii) have
been issued and outstanding more than six months.  The Grant Price is payable in United States
dollars.


 


8.             Delivery of Shares.  The Company will deliver to Participant the
Shares (either in certificate or electronic form as requested by Participant) promptly
after proper exercise of the Option and receipt of the Grant Price and
applicable tax withholdings. 
Notwithstanding any provision in this Agreement to the contrary, the
obligation of the Company to deliver Shares is subject to the condition that if
at any time the Committee shall determine in its discretion that the listing,
registration, or qualification of the Stock Option or the Shares upon any
securities exchange or under any state or federal law, or the consent or
approval of any governmental regulatory body, is necessary as a condition of,
or in connection with, the Stock Option or the issuance or purchase of Shares
thereunder, then the Stock Option may not be exercised in whole or in part
unless such listing, registration, qualification, consent or approval shall
have been effected or obtained free of any conditions not reasonably acceptable
to the Committee.


 


9.             Tax Requirements
for Incentive Stock Options; Disqualifying Disposition.  This Section 9 will apply only if this Stock
Option is identified as an Incentive Stock Option or ISO on the
Certificate.  If this Section 9 applies,
then subject to the provisions of the Plan, this Stock Option is an Incentive
Stock Option.  To the extent the number
of Shares exceeds the limit set forth in Section 4 of the Plan, such Shares
shall be deemed granted pursuant to a Nonqualified Stock Option.  In such event, then unless otherwise
indicated by Participant in the notice of exercise


 


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pursuant to Section 6
above, upon any exercise of this Stock Option, the number of exercised Shares
that shall be deemed to be exercised pursuant to an Incentive Stock Option
shall equal the total number of Shares so exercised multiplied by a fraction,
(a) the numerator of which is the number of unexercised Option Shares that
could then be exercised pursuant to an Incentive Stock Option and (b) the
denominator of which is the then total number of unexercised Option Shares that
could then be exercised.  If Common Stock
acquired upon exercise of this Stock Option is disposed of by Participant in a “Disqualifying
Disposition,” such Participant shall notify the Company in writing within 30
days after such disposition of the date and terms of such disposition.  For purposes hereof, “Disqualifying
Disposition” means a disposition of Common Stock that is acquired upon the
exercise of an Incentive Stock Option prior to the expiration of either two
years from the Grant Date of such Incentive Stock Option or one year from the
transfer of Shares to Participant pursuant to the exercise of such Incentive
Stock Option.  If a Disqualifying
Disposition occurs, the tax requirements described in Section 10 will apply.


 


10.           Tax Requirements and
Withholdings for Nonqualified Stock Options.  This Section 10 will apply only if this Stock
Option is identified as a Nonqualified Stock Option or NQ on the Certificate or
is considered a Nonqualified Stock Option under Section 9 above.  In order to provide the Company and its
Subsidiaries with the opportunity to claim the benefit of any income tax
deduction in any jurisdiction which may be available to it upon the exercise of
the Nonqualified Stock Option, and in order to comply with all applicable
income tax laws or regulations of any applicable country, state or other
jurisdiction, the Company and its Subsidiaries may take such action as it deems
appropriate to ensure that, if necessary, all applicable payroll, withholding,
income, NIC or other taxes (of any applicable country, state or other
jurisdiction) are withheld or collected from Participant.  Participant may elect to satisfy Participant’s
minimum income tax withholding obligations under such laws or regulations upon
exercise of the Option by (i) paying that amount by wire transfer or check
(bank check, certified check or personal check), (ii) having the Company or its
Subsidiaries withhold a portion of the shares of Shares otherwise to be
delivered upon exercise of such Option having a Fair Market Value in United
States dollars (on the date of exercise of Option) equal to the minimum amount
of such taxes required to be withheld on such exercise, in accordance with the
rules of the Committee, or (iii) delivering to the Company for cancellation, in
accordance with the rules of the Committee, shares of Common Stock which have a
Fair Market Value equal to such tax withholdings and which either (a) were
purchased on a national stock exchange or on the NASDAQ NMS system or (b) have
been issued and outstanding more than six months.  The Company may, at its discretion, require
Participant to pay the withholding taxes under clause (i) above in lieu of the
alternatives in clauses (ii) or (iii) above.


 


11.           Investment
Representation.  Unless the Common
Stock is issued to Participant in a transaction registered under applicable
federal and state securities laws, Participant represents and warrants to the
Company that all Common Stock which may be purchased hereunder will be acquired
by Participant for investment purposes for Participant’s own account and not
with any intent for resale or distribution in violation of federal or state
securities laws.  Unless the Common Stock
is issued to Participant in a transaction registered under the applicable
federal and state securities laws, all certificates issued with respect to the
Common Stock shall bear an appropriate restrictive investment legend.


 


12.           Impact
on Employment Status.  This Agreement, the Certificate and the Plan
are not an employment contract.  Nothing
contained in this Agreement, the Certificate or the Plan shall confer on
Participant any right to continue in the employ of the Company or any
Subsidiary or other affiliate of the Company or affect in any way the right of
the Company or any Subsidiary or


 


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other affiliate to terminate the
employment of Participant at any time.


 


13.           Adjustments.  In the event of any stock split, stock
dividend, recapitalization or combination of shares by the Company after the
Grant Date, the number of Shares subject to the Option and the Grant Price per
Share shall be equitably adjusted in the same manner as the outstanding shares
of Common Stock, in accordance with the rules of the Committee.  The number of Option Shares designated in the
Certificate has been adjusted for all stock splits that were effective before
the Grant Date.


 


14.           Non-Transferability
of Option.  This Stock Option is not
assignable or transferable by Participant except by will or by the laws of
descent and distribution.


 


15.           Consent to Internal
Use of Personal Data.  Participant
consents to the Company’s and its Subsidiaries’ (and the Company’s stock option
administrator) receiving and using personal data related to Participant for
employment-related purposes only and for gathering and making required reports
to government authorities.


 


15.           No Right of Future
Stock Option Grants.  Nothing
contained in this Agreement, the Certificate or the Plan shall confer on
Participant any right to receive any additional stock options in the future
from the Company, Subsidiary or any other affiliate of the Company or affect in
any way the right of the Company, Subsidiary or any other affiliate to
terminate the granting of stock options at any time.


 


16.           Interpretation
of Terms; General.  The Committee shall interpret the terms of the
Option and this Agreement, the Certificate and Plan and all determinations
shall be final and binding.  The Option
and this Agreement, the Certificate and Plan (1) are governed by the laws of
the State of Minnesota, (2) may be amended only in writing, signed by an
executive officer of the Company, and (3) supersede any other verbal or written
agreements or representations concerning the Option.


 


17.           Official Language.  The official language of the Option and this
Agreement, the Certificate and Plan is English. 
Documents or notices not originally written in English shall have no
effect until they have been translated into English, and the English
translation shall then be the prevailing form of such documents or notices.  Any notices or other documents required to be
delivered to the Company (or stock option administrator) under this Notice,
shall be translated into English, at Participant’s expense, and provided
promptly to the Company in English (to the attention of the Company’s Corporate
Secretary).  The Company may also request
an untranslated copy of such documents.


 


18.           Signature and
Validity.  An executive officer of
the Company has signed this Agreement electronically on behalf of the
Company.   The Participant is deemed to
have signed this Agreement and agreed to all of its terms by having
electronically indicated Participant’s acceptance and agreement on the
Certificate on the Salomon Smith Barney website at www.benefitaccess.com.  If there is any discrepancy between the
number of Option Shares


 


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shown in the Certificate
and the number shown in the records of the Company’s Corporate Secretary, the
records of the Company’s Corporate Secretary shall prevail.


 


Lawson Software, Inc.


 


 


	
  By

  	
  /s/ Jay Coughlan

  	
   

  
	
   

  	
  Jay Coughlan,

  
	
   

  	
  President and Chief Executive Officer

  



 


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