Exhibit
10.22


 


 


LAWSON
SOFTWARE, INC.


 


EXECUTIVE
CHANGE IN CONTROL

SEVERANCE PAY PLAN

for Tier 1 Executives


 


Effective January 17, 2005


 


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SECTION 1


 


INTRODUCTION


 


1.1.          Establishment.  Lawson Software, Inc., a Delaware
corporation, has adopted this Executive Change In Control Severance Pay Plan
for Tier 1 Executives” effective January 17, 2005.


 


1.2.          Definitions.  When the following terms are used in this
document with initial capital letters, they shall have the following meanings.


 


1.2.1.       Annual Incentive Target — the annual incentive target cash
compensation for a Participant, before deductions for taxes and other items
withheld, under any Incentive Plans.


 


1.2.2.       Base Pay — the regular basic cash remuneration before
deductions for taxes and other items withheld, payable to a Participant for
services rendered to the Employer, but not including items such as Annual
Incentive Target payments, perquisites, allowances, per diem payments, bonuses,
incentive compensation, stock options, equity compensation, fringe benefits,
special pay, awards or commissions.  Base
pay shall include regular basic cash remuneration that is contributed by an
employee to a qualified retirement plan, nonqualified deferred compensation
plan or similar plan sponsored by the Employer but it shall not include
earnings on those amounts.


 


1.2.3.       Cause — the termination of the Participant’s
employment initiated by the Employer because of:  (1) if the Participant has entered into any
written and executed contract(s) with the Employer, any material breach by the
Participant of such contract (as reasonably determined by the Employer) and
which is not or cannot reasonably be cured within 10 days after written notice
from the Employer to the Participant; (2) any material violation by the
Participant of the Employer’s policies, rules or regulations (as reasonably
determined by the Employer) and which is not or cannot be reasonably cured
within 10 days after written notice from the Employer to the Participant; or
(3) commission of any material act of fraud, embezzlement or dishonesty by the
Participant (as reasonably determined by the Employer).


 


1.2.4.       Change in Control — any one or more of the following:   (1) the closing of a tender offer or exchange
offer for the ownership of 50% or more of the outstanding voting securities of
the Principal Sponsor, (2) the closing of a merger, consolidation or other
business combination between Principal Sponsor and another corporation and as a
result of the completion of such 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
Principal Sponsor, other than affiliates (within the meaning of 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 closing of the sale of substantially all of the assets
of Principal Sponsor to another corporation which is not a direct or indirect
wholly owned Subsidiary of the Principal Sponsor, (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 Plan) of the Exchange Act, shall acquire 50% or more of the outstanding
voting securities of the Principal Sponsor (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 Plan)
pursuant to the Exchange Act, (5) individuals who constitute the Principal
Sponsor’s Board of Directors on the date of this Plan (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 Plan whose
election, or nomination for election by the Principal Sponsor’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 Principal Sponsor of a complete liquidation or dissolution
of the Principal Sponsor.


 


1.2.5.       Code — the U.S. Internal Revenue Code of 1986, as amended.


 


1.2.6.       Disability — the Participant’s inability, due to an
impairment,  to perform the essential
functions of the Participant’s position, with or without reasonable accommodation,
provided the Participant has exhausted the Participant’s entitlement to any
applicable disability-related leave of absence, if the Participant desires to
take and satisfies all eligibility requirements for such leave.


 


1.2.7.       Effective Date — January 17, 2005 (the Plan and Plan Statement
are subject to termination, renewal and amendment as described in Section 8).


 


1.2.8.       Eligible Employee — an individual who, immediately prior to a
Change in Control, is classified as a regular employee of the Employer within
Tier 1.  Eligible Employee does not
include an employee who is employed outside the United States (other than a
U.S. regular employee whose assignment outside the United States has been
classified by the Employer as temporary, provided that any assignment outside
the United States that is expected to exceed 60 months will not be
considered temporary) or who is a non-immigrant worker residing in the United
States covered by any non-immigrant visa status other than an H-1B visa
status.  The Employer’s classification of
a person as a regular employee shall be conclusive.  No reclassification of a person’s status as a
regular employee with the Employer, for any reason, without regard to whether
it is initiated by a court, governmental agency or otherwise and without regard
to whether or not the Employer agrees to such reclassification, shall result in
the person being an Eligible Employee, either retroactively or
prospectively.  Notwithstanding anything
to the contrary in this provision, however, the Employer may declare that a
reclassified person will be classified as an Eligible Employee, either
retroactively or prospectively.


 


1.2.9.       ELRP — the Principal Sponsor’s Executive Leadership Results
Plan to the extent in effect immediately before a Change in Control.


 


1.2.10.     Employer — Lawson Software, Inc., a Delaware corporation, its
wholly owned subsidiaries with employees who meet the definition of Eligible
Employee, and any successor of the Principal Sponsor.  Employer shall also include any affiliates
designated by the


 


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Compensation Committee of
the Board of Directors of the Principal Sponsor to be an Employer under the
Plan.


 


1.2.11.     ERISA — the United States Employee Retirement Income Security
Act of 1974.


 


1.2.12.     Exchange Act — the United States Securities Exchange Act of
1934, as amended.


 


1.2.13.     Good Reason — the occurrence of any of the following
events:  (1) a job reassignment that is
not at least of comparable responsibility or status as the assignment in effect
immediately prior to the Change in Control; (2) a reduction in the
Participant’s Base Pay as in effect immediately prior to a Change in Control;
(3) a material modification of the Employer’s incentive compensation program
(that is adverse to the Participant) as in effect immediately prior to a Change
in Control; (4) a requirement by the Employer that the Participant be based
anywhere other than within thirty miles of the Participant’s work location
immediately prior to a Change in Control (with exceptions for temporary
business travel that is consistent in both frequency and duration with the
Participant’s business travel before the Change in Control); or (5) except as
otherwise required by applicable law, the failure by the Employer to provide
employee benefit programs and plans (including any stock ownership and stock
purchase plans) that provide substantially similar benefits, in terms of
aggregate monetary value, at substantially similar costs to the Participant as
the benefits provided in effect immediately prior to a Change in Control.  Termination or reassignment of the
Participant’s employment for Cause, or by reason of Disability or death, are
excluded from this definition.


 


1.2.14.     Incentive Plan - the ELRP or any other incentive cash
compensation plan covering executives who are Participants under the Plan.


 


1.2.15.     Participant — an Eligible Employee of the Employer who becomes
a Participant under the terms of Section 2 of the Plan Statement.


 


1.2.16.     Plan — the severance pay plan of the Employer established for
the benefit of certain Eligible Employees in the event of a Change in Control
and described in this Plan Statement. 
(As used herein, “Plan” refers to the program established by the
Employer and not the document pursuant to which the Plan is maintained.  That document is referred to herein as the “Plan
Statement.”)


 


1.2.17.     Plan Statement — effective January 17, 2005, this written
document entitled “Lawson Software, Inc. Executive Change in Control Severance
Pay Plan,” as the same may be amended from time to time thereafter.


 


1.2.18.     Principal Sponsor — Lawson Software, Inc., a Delaware
corporation.


 


1.2.19.     Termination of Employment — actual cessation of active
employment by a Participant as a result of (1) an involuntary termination by
the Employer, with or without reasonable notice, and for any reason other than
Cause, or (2) a voluntary termination by the


 


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Participant for Good
Reason.  Termination of Employment shall not
include termination by reason of the Participant’s death or Disability.


 


1.2.20.     Tier 1 — each individual who continues to meet either of the
following requirements:  (1) the Chief
Executive Officer of the Principal Sponsor (“CEO”) or (2) each  individual who continues to report directly
to the CEO and whose annual compensation continues to be subject to review and
approval each year by the Compensation Committee of the Board of Directors of
the Principal Sponsor.


 


1.2.21.     Tier 1  Benefits —
the sum of (1) $18,000 (pre-tax) in lieu of any benefit payments by Employer
(that payment would apply whether or not a Participant had elected COBRA
continuation) and (2) outplacement assistance valued at $25,000 (pre-tax).


 


1.2.22.     Yearly Average Earned Incentive Cash Compensation means the
following depending on the duration of Participant’s employment:


 


(a)                                                                      If
a Participant has been employed by Plan Sponsor for at least three full fiscal
years before the date of a Change in Control, then the “Yearly Average Earned Incentive
Cash Compensation” for that Participant shall be as follows:  the yearly average of that Participant’s
total incentive cash compensation earned over the three most recently completed
fiscal years immediately prior to the Change in Control or, if greater, the
Termination of Employment.


 


(b)                                                                     If
a Participant has been employed by Plan Sponsor for at least two full fiscal
years but fewer than three or more full fiscal years before the date of a
Change in Control, then the “Yearly Average Earned Incentive Cash Compensation”
for that Participant shall be as follows: 
the yearly average of that Participant’s total incentive cash
compensation earned over the two most recently completed fiscal years
immediately prior to the Change in Control or, if greater, the Termination of
Employment.


 


(c)                                                                      If
a Participant has been employed by Plan Sponsor for at least one full fiscal
year but fewer than two or more full fiscal years before the date of a Change
in Control, then the “Yearly Average Earned Incentive Cash Compensation” for
that Participant shall be as follows: 
that Participant’s total incentive cash compensation earned for the most
recently completed fiscal year immediately prior to the Change in Control or,
if greater, the Termination of Employment.


 


(d)                                                                     If
a Participant has not been employed by Plan Sponsor for a full fiscal year
before the date of a Change In Control, then the “Yearly Average Earned
Incentive Cash Compensation” for that Participant shall be as follows:  the annual target incentive compensation
(whether or not earned)


 


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for the most recently
completed fiscal year immediately prior to the Change in Control or, if
greater, the Termination of Employment.


 


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SECTION 2


 


PARTICIPATION


 


2.1.          Eligibility to Participate.  An individual shall become a Participant on
the day such individual becomes an Eligible Employee.  Notwithstanding anything to the contrary in
the Plan, an individual who was not an employee of the Principal Sponsor
immediately prior to a Change in Control shall not be eligible for benefits
under the Plan.


 


2.2.          Termination of Participation.  An individual ceases to be a Participant on
the earliest of:


 


(a)                                                     the
date the Participant ceases to be an Eligible Employee or otherwise ceases to
satisfy the Plan’s eligibility requirements, except where such cessation
results in eligibility for a severance payment as provided in Section 3;


 


(b)                                                    the
date the Participant ceases to be an employee due to termination of the
Participant’s employment (with or without reasonable notice and whether
voluntary or involuntary and including retirement) with the Employer, except
where such termination results in eligibility for a severance payment as
provided in Section 3;


 


(c)                                                     the
date the Participant ceases to be an employee due to Participant’s death or
Disability (but if a Participant should die or become disabled after meeting
the requirements of Section 3.1 below but before actually receiving the
Severance Payment/Benefits, such payments shall be made by the Principal
Sponsor to the personal representative of the Participant’s estate);


 


(d)                                                    the
date following a Change in Control that the Participant receives all of the
severance and other payments due, if any, under the Plan;


 


(e)                                                     the
effective date the Plan is amended pursuant to the rules of Section 8 to
exclude the Participant from participation; or


 


(f)                                                       the
effective date the Plan expires or is terminated pursuant to the rules of
Section 8.


 


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SECTION 3


 


SEVERANCE PAYMENT/BENEFITS


 


3.1.          Eligibility for Severance Payment/Benefits.  To qualify for any severance payment or
severance benefits under the Plan, a Change in Control must occur and a
Participant must:  (a) be a Participant
immediately prior to the time of such Change in Control; and (b) have a
Termination of Employment that occurs within 24 months following a Change in
Control.


 


3.2.          Amount of Severance Payment/Benefits.  The severance payment and severance benefits
to a Participant under the Plan shall be based on the Participant’s Tier 1
position in effect immediately prior to a Change in Control.  For purposes of this Section 3.2, a
Participant’s “annual pay” shall be equal to the sum of:  (a) the Participant’s annual Base Pay in
effect immediately prior to the Change in Control or, if greater, the
Termination of Employment; and (b) the Participant’s Yearly Average Earned
Incentive Cash Compensation.  The
Participant’s total severance benefit shall be payable pursuant to Section 3.4
below and shall be determined according to the following schedule (the “Severance
Payment/Benefits”):


 


	
  Participant

  Position

  	
   

  	
  Severance
  Payment/Benefits

  
	
   

  	
   

  	
   

  
	
  Tier 1

  	
   

  	
  2 times “annual pay”
  (as defined above) plus Tier 1 Benefits

  
	
   

  	
   

  	
   

  



 


3.3.          Severance Payment/Benefits Offset.  The amount of any Severance Payment/Benefits
that a Participant is entitled to under Section 3.2 above shall be reduced
by the following (collectively, the “Offset Amount”):  (a) any cash compensation paid or payable by
the Employer to the Participant associated with the Participant’s termination
of employment (including any pay in lieu of notice and any severance pay) and
(b) any severance payments under any employment agreement or severance
agreement between Principal Sponsor and the Participant.  If any Offset Amount triggers any Excise Tax
(as defined in Section 6), the Participant shall receive a Gross-Up Payment
under Section 6 to the extent attributable to the Offset Amount.  The amount of any Severance Payment/Benefits
that a Participant is entitled to under Section 3.2 above shall not be
reduced by (a) any amounts paid pursuant to Section 5 below or (b) the amount
of any paid or unpaid Base Pay, incentive compensation or FTO (flexible time
off) earned or accrued as of the date of Termination of Employment.


 


3.4.          Time and Form of Payment.  The following is a condition precedent to the
payout by the Principal Sponsor of any Severance Payments/Benefits to a
Participant:  the execution by that  Participant and delivery to the Principal
Sponsor of a Release/Restrictive Covenant (as defined in Section 4 below), with
the rescission period thereunder having expired without rescission (the “End of
the Rescission Period”).  The Principal
Sponsor shall complete the payouts under the Plan as follows for each
applicable Participant


 


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  “First Installment”

  	
   

  	
  “Final Installment”

  
	
  Participant

  Position

  	
   

  	
  Amount of First Payout to be Paid Within 15 Days after the
  End of the Rescission Period

  	
   

  	
  Final Payout to be Paid Within 12 Months after the End of
  the Rescission Period (the “12-Month Payout Period”)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Tier
  1

  	
   

  	
  One-Half of Severance Payment/Benefits (but
  including 100% of the Tier 1 Benefits)

  	
   

  	
  Remaining One-Half of Severance Payment/Benefits (no
  interest shall accrue or be payable on such payment)

  



 


If a Participant
should die after meeting the requirements of Section 3.1 above but before
actually receiving the Severance Payment/Benefits, such payments shall be made
by the Principal Sponsor to the personal representative of the Participant’s
estate.  If a Participant’s employment
with the Employer is terminated and the Participant is eligible for receiving
the Severance Payment/Benefits, and the Employer and Participant agree that
Participant shall be re-hired as an employee of Employer before the end of the
12-Month Payout Period, then the amount of the Final Installment of the
Severance Payment/Benefits otherwise payable to that Participant at the end of
the 12-Month Payout Period shall be 
multiplied by a fraction, the numerator of which is the number of
calendar days from the End of the Rescission Period up to (but excluding) the
re- hire date and the denominator of which is 365 days.


 


If a Participant
has signed the Release/Restrictive Covenant and Principal Sponsor determines,
in good faith, that that Participant is in material breach of the
Release/Restrictive Covenant, then:  (a)
Principal Sponsor shall notify that Participant of that breach and the steps
reasonably required to cure the breach and (b) if Participant has not cured
that breach within 15 calendar days after receipt of such notice, then (in
addition to the other rights and remedies described in Exhibit A), Principal
Sponsor shall have no obligation to pay the Final Installment to that
Participant.


 


3.5.          Withholding Taxes.  The Employer shall deduct from the amount of
any Severance Payment/Benefits under the Plan any amount required to be
withheld by reason of any law or regulation for the payment of federal, state
or local taxes.


 


3.6.          No Mitigation.  The
Principal Sponsor agrees that, in order for a Participant to be eligible to
receive the Severance Payment/Benefits described herein, the Participant is not
required to seek other employment or to attempt in any way to reduce any
amounts payable to the Participant pursuant to the Plan.  The amount of any payment or benefit provided
for in the Plan shall not be reduced by any compensation or income earned by
the Participant as the result of employment by another employer or
self-employment or by retirement benefits. 
Except to the extent described in Section 3.3, the amount of any payment
or benefit provided for in the Plan shall not be offset against any amount
claimed to be owed by the Participant to Principal Sponsor, or otherwise.


 


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3.7.          Code Section 409A.  
Notwithstanding the foregoing, to the extent that any
provision in the Plan conflicts with Section 409A of Code (or any regulations
or guidance issued thereunder), the Plan shall be construed and applied in a
manner consistent with such provisions. 
This Section 3.7 may delay the payment dates under the Plan but this
Section 3.7 shall not reduce (on a pre-tax basis) any amounts that a
Participant would otherwise receive under the Plan.


 


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SECTION 4


 


RELEASE AND RESTRICTIVE COVENANT


 


4.1.          Release/Restrictive Covenant.  The form of “Release/Restrictive Covenant” is
attached as Exhibit A to this Plan Statement.


 


4.2.          Covenant Not To Compete—Five Competitors.  On or before the Termination of
Employment date, Principal Sponsor shall notify Participant of the names of up
to five competitors that will be identified as the “Five Competitors” in
Section 4(A) of the Release/Restrictive Covenant.  If Principal Sponsor fails to notify
Participant of the names of the Five Competitors on or before the date of
Termination of Employment of that Participant, then Section 4(A) of the Release/Restrictive
Covenant shall be deleted with
respect to that Participant.


 


4.3.          Covenant Not To Compete—Ten Clients/Prospects.  On or before the Termination of
Employment date, Principal Sponsor shall notify Participant of the names of up
to ten clients/prospects that will be identified as the “Ten Clients/Propsects”
in Section 4(B) of the Release/Restrictive Covenant.  If Principal Sponsor fails to notify
Participant of the names of the Ten Clients/Propsects on or before the date of
Termination of Employment of that Participant, then Section 4(B) of the
Release/Restrictive Covenant shall be deleted with respect to that Participant.


 


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SECTION 5


 


INCENTIVE PAYMENT


 


5.1.          General. 
A Participant is eligible to receive an incentive payment provided for
in this Section 5 only if the Participant is eligible to receive the
Severance Payment/Benefits provided in Section 3.  This Section 5 is intended to provide
for a final payment under any applicable Incentive Plans for the incentive
period in which Participant’s Termination of Employment occurs.  Any amounts determined pursuant to this
Section 5 shall be offset by amounts otherwise paid or payable to the
Participant under the relevant Incentive Plans for the incentive period in
which the Participant’s Termination of Employment occurs.


 


5.2.          Incentive Payments.  Incentive payment(s), if any, shall be equal
to the target incentive amount in effect for the incentive period in which the
Termination of Employment occurs multiplied by a fraction, the numerator of
which is the number of days worked by the Participant in the incentive period
prior to the Termination of Employment, and the denominator of which is the
number of days in the incentive period. 
If a Participant and Plan Sponsor are parties to a written agreement
that guarantees the payment of any incentive cash compensation, then the amount
payable to Participant pursuant to this Section 5 shall be the greater of (a)
that guaranteed amount or (b) the amount determined under the first sentence of
this Section 5.2.   The incentive payment
will be made to the Participant in a single lump sum cash payment as soon as
administratively feasible following the Participant’s Termination of
Employment.  If the Participant should
die before actually receiving the payment, such payment will be made to the
personal representative of the Participant’s estate.


 


5.3.          Adjusted Incentive Payments.  At the end of the incentive period, the
Employer shall calculate the amount a Participant would receive for a incentive
period in which a Termination of Employment occurs based on actual performance
over the entire incentive period multiplied by a fraction, the numerator of
which is the number of days worked by the Participant in the incentive period
prior to the Termination of Employment and the denominator of which is the
number of days in the incentive period (the “Actual Incentive Amount”).  If the Actual Incentive Amount is greater
than the amount calculated under Section 5.2 above, the Employer shall pay
the difference to the Participant in a single lump sum cash payment as soon as
administratively feasible following the end of the incentive period.  If the Participant should die before actually
receiving the payment, such payment will be made to the personal representative
of the Participant’s estate.


 


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SECTION 6


 


280G LIMITATION


 


6.1.          Gross-Up Payment.  In the event a Participant becomes entitled
to payments under the Plan, the Employer shall cause an independent accounting
firm (the “Independent Accounting Firm”) promptly to review, at the Employer’s
sole expense, the applicability of Section 4999 of the Code to those payments.


 


If the Independent
Accounting Firm  shall determine that any
payment or distribution of any type by the Employer to a Participant or for a
Participant’s benefit, whether paid or payable or distributed or distributable
pursuant to the terms of the Plan, pursuant to the acceleration of vesting of a
stock option or any other equity award, or otherwise (the “Total Payments”),
would be subject to the excise tax imposed by Section 4999 of the Code, or any
interest or penalties with respect to such excise tax (the excise tax, together
with any interest and penalties, are collectively referred to as the “Excise
Tax”), then the Participant shall be entitled to receive an additional cash
payment (a “Gross-Up Payment”) equal to an amount such that after payment by
the Participant of all taxes (including any interest or penalties imposed with
respect to such taxes), including any Excise Tax, imposed upon the Gross-Up
Payment, the Participant would retain an amount of the Gross-Up Payment equal
to the Excise Tax imposed upon the Total Payments.


 


For purposes of
determining the amount of any tax pursuant to this Section, the Participant’s
tax rate shall be deemed to be the highest statutory marginal state and Federal
tax rate (on a combined basis and including the Participant’s share of F.I.C.A.
and Medicare taxes) then in effect.


 


A Participant shall in
good faith cooperate with the Independent Accounting Firm  in making the determination of whether a
Gross-Up Payment is required, including but not limited to providing the
Independent Accounting Firm  with
information or documentation as reasonably requested by the Independent
Accounting Firm .  A determination by the
Independent Accounting Firm  regarding
whether a Gross-Up Payment is required and the amount of such Gross-Up Payment
shall be conclusive and binding upon the Participant and the Employer for all
purposes.


 


6.2.          Payment Date.  A Gross-Up Payment required to be made by
Section 6.1 of this Plan shall be paid to Participant within 15 after a final
determination by the Independent Accounting Firm  that the Gross-Up Payment is required.  If the Independent Accounting Firm  have not yet made the determination required
by Section 6.1 prior to the time the Participant is required to file a tax
return reflecting the Total Payments, the Participant will be entitled to
receive a Gross-Up Payment calculated on the basis of the Total Payments
reported by the Participant in such tax return, within 15 days after the filing
of such tax return.


 


6.3.          Controversies with Tax Authorities.  The Employer and the Participant shall
promptly deliver to each other copies of any written communications, and
summaries of any oral


 


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communications, with any
taxing authority regarding the applicability of Section 280G or 4999 of the
Code to any portion of the Total Payments. 
In the event of any controversy with the Internal Revenue Service or
other tax authority with regard to the applicability of Section 280G or 4999 of
the Code to any portion of the Total Payments, Employer shall have the right,
exercisable in its sole discretion, to control the resolution of such
controversy at its own expense. 
Participant and the Employer shall in good faith cooperate in the
resolution of such controversy.


 


If the Internal Revenue
Service or any tax authority makes a final determination that a greater Excise
Tax should be imposed upon the Total Payments than is determined by the
Independent Accounting Firm  or reflected
in the Participant’s tax return pursuant to this Section, the Participant shall
be entitled to receive from the Employer the full Gross-Up Payment calculated
on the basis of the amount of Excise Tax determined to be payable by such tax
authority.  That amount shall be paid to
the Participant within 15 days after the date of such final determination by
the relevant tax authority.


 


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SECTION 7


 


FUNDING


 


The Employer may
establish a trust to fund the Plan but the Employer is not under any obligation
to establish or fund a trust.  A
Participant will be entitled to claim benefits from the trust to the extent the
Plan is funded under a trust and a Participant shall have only such rights as
set forth in the trust.  To the extent
benefits are not funded under a trust, payments made pursuant to the Plan will
be paid out of the general funds of the Employer.  To the extent benefits are not funded under a
trust, a Participant will not have any secured or preferred interest by way of
trust, escrow, lien or otherwise in any specific assets and the Participant’s
rights shall be solely those of an unsecured general creditor of the Employer.


 


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SECTION 8


 


AMENDMENT AND TERMINATION


 


8.1           Prior
to a Change in Control.  Prior
to the occurrence of a Change in Control: 
(a) the Plan and Plan Statement shall have successive 12-month terms,
commencing on the Effective Date and each anniversary of the Effective Date,
unless at any time before expiration of the then current 12-month term the
Board of Directors of the Principal Sponsor elects not to renew the Plan and
Plan Statement and (b) the Board of Directors of the Principal Sponsor may at
any time amend the provisions of the Plan and Plan Statement and amend or
terminate the Plan and Plan Statement, but no such termination or amendment
that is materially adverse to any Participant shall take effect until at least
one year after the approval of such termination or amendment by the Board of
Directors of the Principal Sponsor.  If
any of the actions described in this Section 8.1 are taken, the affected
Participants will be notified in advance.


 


8.2           Upon
or After  a Change in Control.  If the Plan and Plan Statement are in effect
immediately prior to a Change in Control, then (a) the then current term of the
Plan and Plan Statement shall automatically remain in effect for two years
after the Change in Control and (b) except to the extent benefits have become
payable but have not actually been paid, the Plan and Plan Statement shall  terminate automatically on the second
anniversary of the date of a Change in Control, except to pay any remaining
severance benefits to any Participant who has a Termination of Employment on or
before the Plan’s termination date and except to resolve claims for benefits
under the Plan arising on or before the Plan’s termination date.  During the two-year period following the date
of a Change in Control, the provisions of the Plan Statement may not be amended
if any amendment would adversely affect the rights, expectancies or benefits
provided by the Plan (as in effect immediately prior to the Change in Control)
of any Participant or other person entitled to payment under the Plan.


 


15





















 


SECTION 9


 


CLAIMS PROCEDURE


 


The claims procedure set
forth in this section shall be the exclusive procedure for the disposition of
claims for benefits arising under this Plan.


 


(a)                                                                      Original Claim.  Any
Participant, former Participant, or beneficiary of such Participant or former
Participant, if he or she so desires, may file with the Principal Sponsor a
written claim for benefits under this Plan. 
Within 30 days after the filing of such a claim, the Principal Sponsor
shall notify the claimant in writing whether the claim is upheld or denied in
whole or in part or shall furnish the claimant a written notice describing
specific special circumstances requiring a specified amount of additional time
(but not more than 60 days from the date the claim was filed) to reach a
decision on the claim.  If the claim is
denied in whole or in part, the Principal Sponsor shall state in writing:


 


(i)                                     the
specific reasons for the denial;


 


(ii)                                  the
specific references to the pertinent provisions of the Plan on which the denial
is based;


 


(iii)                               a
description of any additional material or information necessary for the
claimant to perfect the claim and an explanation of why such material or
information is necessary; and


 


(iv)                              an
explanation of the claims review procedure set forth in this section.


 


(b)                                                                     Review of Denied Claim. 
Within 60 days after receipt of notice that the claim has been denied in
whole or in part, the claimant may file with the Principal Sponsor a written
request for a review and may, in conjunction therewith, submit written issues
and comments.  Within 30 days after the
filing of such a request for review, the Principal Sponsor shall notify the
claimant in writing whether, upon review, the claim was upheld or denied in
whole or in part or shall furnish the claimant a written notice describing
specific special circumstances requiring a specified amount of additional time
(but not more than 60 days from the date the request for review was filed) to
reach a decision on the request for review.


 


(c)                                                                      General Rules.


 


(i)                                     No
inquiry or question shall be deemed to be a claim or a request for a review of
a denied claim unless made in accordance with the


 


16





















 


claims procedure. 
The Principal Sponsor may require that any claim for benefits and any
request for a review of a denied claim be filed on forms to be furnished by the
claimant upon request.


 


(ii)                                  All
decisions on claims and on requests for a review of denied claims shall be made
by the Principal Sponsor or its delegate in good faith.


 


(iii)                               The
Principal Sponsor may, in its discretion, hold one or more hearings on a claim
or a request for a review of a denied claim.


 


(iv)                              A
claimant may be represented by a lawyer or other representative (at the
claimant’s own expense except as otherwise provided in Section 10.13 below),
but the Principal Sponsor reserves the right to require the claimant to furnish
written authorization.  A claimant’s
representative shall be entitled, upon request, to copies of all notices given
to the claimant.  In no event shall a
claimant be liable or responsible for payment or reimbursement of legal fees or
other costs incurred by the Principal Sponsor.


 


(v)                                 The
decision of the Principal Sponsor on a claim and on a request for a review of a
denied claim shall be served on the claimant in writing.  If a decision or notice is not received by a
claimant within the time specified, the claim or request for a review of a
denied claim shall be deemed to have been denied.


 


(vi)                              Prior
to filing a claim or a request for a review of a denied claim, the claimant or
his or her representative shall have a reasonable opportunity to review a copy
of the Plan and all other pertinent documents in the possession of the
Principal Sponsor.


 


(vii)                           The
Principal Sponsor may permanently or temporarily delegate its responsibilities
under this claims procedure to an individual or a committee of individuals, but
the Principal Sponsor shall remain legally obligated to fulfill its obligations
under the Plan.


 


17





















 


SECTION 10


 


MISCELLANEOUS


 


10.1.        Type of Plan.  Section 3 of the Plan is a severance pay
welfare benefit plan and not a pension benefit plan.  Any severance payment under Section 3 of
the Plan will not be contingent directly or indirectly upon an employee
retiring and shall not be made beyond 24 months after the employee’s
Termination of Employment.  The plan is
established with the understanding that it is an unfunded welfare plan
maintained primarily for the benefit of a select group of management or highly
compensated individuals within the meaning of ERISA.


 


10.2.        No Assignment.  No Participant shall have any transmissible
interest in any benefit under the Plan nor shall any Participant have any power
to anticipate, alienate, dispose of, pledge or encumber the same, nor shall the
Employer recognize any assignment thereof, either in whole or in part, nor
shall any benefit be subject to attachment, garnishment, execution following
judgment or other legal process.


 


10.3.        Named Fiduciaries.  The Principal Sponsor and any committee
appointed hereunder to decide claims shall be named fiduciaries for the purpose
of section 402(a) of ERISA.


 


10.4.        Administrator.  The Principal Sponsor shall be the
administrator for purposes of section 3(16)(A) of ERISA.


 


10.5.        Service of Legal Process.  The corporate secretary of Lawson Software,
Inc., or its successor is designated as agent for service of legal process
against the Plan.


 


10.6.        Validity. 
The invalidity or unenforceability of any provision of the Plan shall
not affect the validity or enforceability of any other provision of the Plan
which shall remain in full force and effect.


 


10.7.        Governing Law.  This Plan Statement has been executed and
delivered in the State of Minnesota and has been drawn in conformity to the
laws of that State and shall, except to the extent that U.S. federal law is
controlling, be construed and enforced in accordance with the domestic laws of
the State of Minnesota without giving effect to any choice or conflict of law
provision or rule (whether of the State of Minnesota or any other jurisdiction)
that would cause the application of the laws of any jurisdiction other than the
State of Minnesota.


 


10.8.        No Employment Rights.  Neither the terms of this Plan Statement nor
the benefits hereunder nor the continuance thereof shall be a term of the
employment of any employee, and the Employer shall not be obliged to continue
the Plan.  The terms of this Plan
Statement shall not give any employee the right to be retained in the
employment of the Employer.  The Employer
assumes no obligation to the participants under this Plan Statement with respect
to any doctrine or principle of acquired rights or similar concept.


 


18





















 


10.9.        No Guarantee.  Neither the members of any committee
appointed by the Principal Sponsor nor any of the Employer’s officers in any
way secure or guarantee the payment of any benefit or amount which may become
due and payable hereunder to any Participant. 
Neither the members of any committee nor any of the Employer’s officers
shall be under any liability or responsibility (except to the extent that
liability is imposed under ERISA) for failure to effect any of the objectives
or purposes of the Plan by reason of the insolvency of the Employer.


 


10.10.      No Co-Fiduciary Responsibility.  Except as is otherwise provided in ERISA, no
fiduciary shall be liable for an act or omission of another person with regard
to a fiduciary responsibility that has been allocated to or delegated in this
Plan Statement or pursuant to procedures set forth in this Plan Statement.


 


10.11.      Notices. 
All notices under the Plan shall be in writing, addressed to the
recipient at the most current address reasonably available to the sender, sent
via any means that allows for confirmation of delivery, and effective upon
receipt or when properly returned as undeliverable.


 


10.12         Successors.


 


(a)                                                                      The
Principal Sponsor shall require any successor (whether direct or indirect, by
purchase, merger, consolidation or otherwise) to all or substantially all of
the business and/or assets of the Principal Sponsor to expressly assume the
Plan and all obligations of the Principal Sponsor hereunder in the same manner
and to the same extent that the Principal Sponsor would be so obligated if no
such succession had taken place.


 


(b)                                                                     The
Plan shall inure to the benefit of and shall be binding upon the Principal
Sponsor, its successors and assigns, but without the prior written consent of
the Participants the Plan may not be assigned other than in connection with the
merger or sale of substantially all of the business and/or assets of the
Principal Sponsor or similar transaction in which the successor or assignee
assumes (whether by operation of law or express assumption) all obligations of
the Principal Sponsor hereunder.


 


(c)                                                                      The
Plan shall inure to the benefit of and be enforceable by the Participant’s
personal or legal representatives, executors, administrators, successors,
heirs, distributees, devisees, legatees or other beneficiaries.


 


10.13.      Expenses,
Legal Fees. If a Participant commences a legal action to enforce any
of the obligations of the Principal Sponsor under the Plan and it is ultimately
determined that the Participant is entitled to any payments or benefits under
the Plan, the Company shall pay the Participant the amount necessary to
reimburse the Participant in full for all reasonable expenses (including
reasonable attorneys’ fees and legal expenses) incurred by the Participant with
respect to such action.


 


19





















 


EXHIBIT
A


 


GENERAL RELEASE AND
RESTRICTIVE COVENANT


 


This Release and
Restrictive Covenant (“Release/Restrictive Covenant”) is made and entered into
as of the                
day of                     ,
by                                       
(“Participant”) and                                                         
(“Principal Sponsor”).


 


WHEREAS, Principal Sponsor has
previously adopted an Executive Change in Control Severance Pay Plan (the “Plan”)
which provides for the payment of Severance Payment/Benefits as defined in the
Plan;


 


WHEREAS,
under the Plan, Participant must execute and deliver this Release/Restrictive
Covenant as a condition precedent to the receipt of any Severance
Payment/Benefits under the Plan;


 


WHEREAS,
a Termination of Employment (as defined in the Plan) has occurred for
Participant within 24 months after a Change in Control (as defined in the
Plan);


 


WHEREAS, Participant intends to settle
any and all claims that Participant has or may have because of that Termination
of Employment  against the Principal
Sponsor as a result of the Participant’s employment with Principal Sponsor and
the cessation of the Participant’s employment with Principal Sponsor;


 


WHEREAS, under the terms of the
Agreement, which the Participant agrees are fair and reasonable, the
Participant agreed to enter into this Release/Restrictive Covenant as a
condition precedent to the Severance Payment as defined and described in the
Agreement;


 


NOW, THEREFORE, in consideration of
the provisions and the covenants herein contained, the parties agree as
follows:


 


1.             Definitions.  All of the capitalized terms not defined
herein shall have the same respective meanings as set forth in the Plan.


 


2.             Severance Payment/Benefits.


 


A.            In
consideration of the release set forth in Section 3(B) below, Principal Sponsor
agrees to pay Participant Ten Thousand Dollars ($10,000.00) out of the
Severance Payment/Benefits.


 


B.            In
consideration of the release set forth in Section 3(A) below and the covenants
of Participant in Section 4 below, Principal Sponsor agrees to pay Participant
the remaining portion of the Severance Payment/Benefits pursuant to the Plan.


 


20





















 


3.             Release of Claims.


 


A.            Except
for any rights of Participant under the Plan, for the consideration expressed
in Section 2(B) above, the Participant does hereby fully and completely release
and waive any and all claims, complaints, causes of action, demands, suits, and
damages, of any kind or character, which the Participant has or may have
against the Releasees, as hereinafter defined, arising out of any acts,
omissions, conduct, decisions, behavior, or events occurring up through the
date of the Participant’s signature on this Release, including the Participant’s
employment with Principal Sponsor and the cessation of that employment, with
the exception of possible claims under the Age Discrimination in Employment
Act.  For purposes of this Release, the “Releasees”
means collectively the Principal Sponsor, its predecessors, successors,
assigns, parents, affiliates, subsidiaries, related companies, officers,
directors, shareholders, agents, servants, auditors, attorneys, employees, and
insurers, and each and all thereof.  The
Participant understands and accepts that the Participant’s release of claims
includes any and all possible claims, both known or unknown, asserted or
unasserted,  direct or indirect,
including but not limited to claims based upon:


 


(i)                                     the
value of stock options that have not vested or are unexercisable pursuant to
the express terms of the applicable stock option agreements, grant notices or
stock option plans;


 


(ii)                                  the
value of stock options previously granted to the Participant and that have
vested and are exercisable as of the date of termination of the Participant’s
employment with Principal Sponsor, but that the Participant elects not to
exercise and pay for before the applicable termination date of the stock
options pursuant to the express terms of the applicable stock option
agreements, grant notices or stock option plans;


 


(iii)                               Title VII of the Federal
Civil Rights Act of 1964, as amended;


 


(iv)                              the
Americans with Disabilities Act; the Equal Pay Act;


 


(v)                                 the
Fair Labor Standards Act; the Employee Retirement Income Security Act; or


 


(vi)                              any
other federal, state or local statute, ordinance or law.


 


the Participant
also understands that the Participant is giving up all other claims, including
those grounded in contract or tort theories, including but not limited to:  wrongful discharge; violation of [fill in citation to law of the state of residence of
Participant]; breach of contract; tortious interference with
contractual relations; promissory estoppel; breach of the implied covenant of
good faith and fair dealing; breach of express or implied promise; breach of
manuals or other policies; assault; battery; fraud; sexual harassment; false
imprisonment; invasion of privacy; intentional or negligent misrepresentation;
defamation, including libel, slander, discharge defamation and self-publication
defamation; discharge in violation of public policy; whistleblower; intentional
or negligent infliction of emotional distress; or any other theory, whether
legal or equitable.


 


The Participant
further understands that the Participant is releasing, and does hereby release,
any claims for damages, by charge or otherwise, whether brought by the
Participant or on the Participant’s behalf by any other party, governmental or
otherwise, and agrees not to institute any claims for damages via
administrative or legal proceedings against any of the Releasees.  the Participant also waives and releases any


 


21





















 


and all rights to
money damages or other legal relief awarded by any governmental agency related
to any charge or other claim against any of the Releasees.


 


B.            For
the consideration expressed in Section 2(A) above, the Participant does hereby
fully and completely release the Releasees, as above defined, from each and
every legal claim or demand of any kind, that the Participant ever had or might
now have arising out of any action, conduct, or decision taking place during
the Participant’s employment with Principal Sponsor, asserted or unasserted,
known or unknown, direct or indirect, arising under or relating to the Age
Discrimination in Employment Act, as amended.


 


C.            This
Release does not apply to any post-termination claim that the Participant may
have under the Agreement or for benefits under the provisions of any employee
benefit plan maintained by Principal Sponsor.


 


D.            the
Participant’s release of claims shall not apply to any claims the Participant
might have to indemnification under Delaware law, any other applicable statute
or regulation, or Principal Sponsor’s Certificate of Incorporation or Bylaws.


 


4.             Covenants Restricting Participant.  Participant covenants and agrees as
follows:


 


A.            Covenant Not To Compete—Five Competitors.  Participant covenants and agrees that
throughout the one year period after the date of this Release/Restrictive
Covenant, Participant shall not:  (a) be
employed by            [fill in names of up to 5 competitors of Principal
Sponsor         (or any
of their respective wholly owned subsidiaries) (collectively referred to as the
“Five Competitors”) or (b) directly or indirectly provide any consulting or
other services to any of the Five Competitors anywhere in the world.  If one or more of the Five Competitors
acquire one another, this Section 4(A) shall remain in effect through the end
of the time period described above for each of the resulting successors to the
Five Competitors.  If one of the Five
Competitors acquires Participant’s then current employer, that acquisition will
not result in a violation of this Section 4(A) (e.g. Participant may continue
to work for that employer or its successor). 
If another company buys one of the Five Competitors, that acquisition
and this Section 4(A) will not prohibit Participant from working for the
combined company.


 


B.            Covenant Not To Compete—Ten
Clients/Prospects.  Participant
covenants and agrees that throughout the one year period after the date of this
Release/Restrictive Covenant, Participant shall not:  (a) directly solicit any of the following
clients or prospects of Principal Sponsor         [fill
in names of up to 10 clients and/or prospects of Principal Sponsor        
(collectively referred to as the “Ten Clients/Prospects”) with the purpose of
inducing the Ten Clients/Prospects to diminish any business conducted or to be
conducted with Principal Sponsor or (b) directly provide any employment,
consulting or other services to any of the Ten Clients/Prospects anywhere in
the world.  If one or more of the Ten
Clients/Prospects acquire one another, this Section 4(B) shall remain in effect
through the end of the time period described above for each of the resulting
successors to the Ten Clients/Prospects. 
If one of the Ten Clients/Prospects acquires Participant’s then current
employer, that acquisition will not result in a violation of this Section 4(B)
(e.g. Participant may continue to work for that employer or its
successor).  If another company buys one
of the Ten Clients/Prospects, that acquisition and this Section 4(B) will not
prohibit Participant from working for the combined company.


 


22





















 


C.            Covenant Not To Hire or Solicit Principal
Sponsor Participants.  Participant covenants
and agrees that throughout the one year period after the date of this
Release/Restrictive Covenant, Participant shall not directly or indirectly,
hire or solicit any Principal Sponsor employees for the purpose of hiring them
or inducing them to leave employment at Principal Sponsor.


 


D.            Remedies.  Participant acknowledges that the violation
of this Section 4 will cause irreparable harm to Principal Sponsor and agrees
that, in addition to any other relief afforded by law, an injunction against
any violation of this Section 4 may issue against Participant.  Both damages and injunction shall be proper
modes of relief and are not alternative remedies for Participant’s violation of
this Section 4.  If Principal Sponsor
commences any action in equity to specifically enforce any of its rights under
this Section 4, Participant waives and agrees not to assert the defense that
Principal Sponsor has an adequate remedy at law.


 


5.             Rescission.  The Participant has been informed of the
Participant’s right to rescind this Release/Restrictive Covenant by written
notice to Principal Sponsor within fifteen (15) calendar days after the
execution of this Release/Restrictive Covenant. 
The Participant has been informed and understands that any such
rescission must be in writing and delivered by hand, or sent by mail within the
15-day time period to Principal Sponsor’s General Counsel, at Principal Sponsor’s
principal office address.  If delivered
by mail, the rescission must be:  (1)
postmarked within the applicable period and (2) sent by certified mail, return
receipt requested.  The Participant
understands that the Principal Sponsor will have no obligations under the
Release/Restrictive Covenant in the event a notice of rescission by the
Participant is timely delivered.


 


6.             Acceptance Period; Advice of Counsel.  The terms of this Release/Restrictive
Covenant will be open for acceptance by the Participant for a period of 21
days, during which time the Participant may consider whether or not to accept
this Release/Restrictive Covenant.  The
Participant agrees that changes to this Release/Restrictive Covenant, whether
material or immaterial, will not restart this acceptance period.  The Participant is hereby advised to seek the
advice of an attorney regarding this Release, at the Participant’s expense.


 


7.             Binding Agreement.  This Release/Restrictive Covenant shall
be binding upon, and inure to the benefit of, the Participant and Principal
Sponsor and their respective successors and permitted assigns.


 


8.             Representation.  The Participant hereby acknowledges and
states that the Participant has read this Release/Restrictive Covenant.  The Participant further represents that this
Release/Restrictive Covenant is written in language which is understandable to
the Participant, that the Participant fully appreciates the meaning of its
terms, and that the Participant enters into this Release/Restrictive Covenant
freely and voluntarily.


 


9.             Non-Admission.  It is understood and agreed that this
Release/Restrictive Covenant  does not
constitute an admission by Principal Sponsor of any liability, wrongdoing, or
violation of any law.  Further, Principal
Sponsor expressly denies any wrongdoing of any kind whatsoever in its actions
and dealings with the Participant.


 


10.          Savings Clause.  If any provision of this Release/Restrictive
Covenant is determined later to be unenforceable or illegal, other than the
provisions contained in Section 3 above, the remaining provisions shall remain
in full force and effect.


 


11.          Amendments.  No amendment or modification of this
Release/Restrictive Covenant shall be deemed effective unless made in writing
and signed by the Participant and Principal Sponsor.


 


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  PARTICIPANT

  
	
   

  	
   

  
	
   

  	
  Signature

  	
   

  	
   

  
	
   

  	
  Printed Name

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Date

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [Name of Principal
  Sponsor]

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Title

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Date

  	
   

  	
   

  
											



 


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