Exhibit 10.30


 


LAWSON SOFTWARE, INC.


 


Amendment No. 2 to


 


EXECUTIVE CHANGE IN CONTROL

SEVERANCE PAY PLAN

for Tier 1 Executives


 


Amendment No. 2 Adopted November 8,
2007


 


This Amendment No. 2 (“Amendment
No. 2”) modifies the Lawson Software, Inc. Executive Change in
Control Severance Pay Plan for Tier 1 Executives dated January 17, 2005 and
Amendment No. 1 to that plan dated June 26, 2007 (that plan, as
amended by Amendment No. 1 is referred to as the “Tier 1 Plan”).  All of the capitalized terms not otherwise
defined in this Amendment No. 2 have the same respective meanings as
contained in the Tier 1 Plan.  The
sections or paragraphs of the Tier 1 Plan that are not expressly modified or
replaced by this Amendment No. 2 shall remain in effect pursuant to their
terms.


 


1.                                                   New Definitions of “Cause,” “Good Reason,”
and “Tier 1.”  Section 1 of Amendment No. 1 is
deleted in its entirety and shall have no force or effect.  Sections 1.2.3, 1.2.13 and 1.2.20 of the Tier
1 Plan are deleted and replaced in their entirety by the following new Sections
1.2.3, 1.2.13 and 1.2.20 effective on and after November 8, 2007:


 


                                                                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).


 


                                                                1.2.13  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.


 

















 


                                                                1.2.20 
Tier 1  — each individual who continues to meet any of
the following requirements:  (1) the
Chief Executive Officer of the Principal Sponsor (“CEO”), (2) the Chief
Financial Officer of the Principal Sponsor (CFO) or (3) an executive
officer of the Principal Sponsor, as determined by the Board of Directors of
the Principal Sponsor based on Rule 3b-7 of the U.S. Securities Exchange
Act.


 


2.                                                   Effective Date of Amendment.  This
Amendment No. 2 has been approved and adopted by the Board of Directors of
Lawson Software, Inc. on November 8, 2007, and takes effect pursuant to
Section 8.1 of the Tier 1 Plan on November 8, 2007.