Exhibit 10.17


 


RESTRICTED
STOCK AWARD DOCUMENT


 


LAWSON
SOFTWARE, INC.


2001
STOCK INCENTIVE PLAN


 


1.                                       Award of Shares of Restricted Stock. 
Pursuant to the Lawson Software, Inc. 2001 Stock Incentive Plan
(the “Plan”), Lawson Software, Inc., a Delaware corporation (the “Company”)
awards (the “Award”) to the participant (“Participant”) whose name is specified
in the separate written Award confirmation provided by the Company or the
Company’s third party administrator (the “Award Confirmation”), shares of
restricted common stock, par value $0.01 per share (“Common Stock”) of the
Company as follows:


 


The
Company awards to Participant the number of shares of restricted Common Stock shown
on the Award Confirmation (the “Restricted Shares”), subject to the terms and conditions
set forth in the Plan, this Restricted Stock Award Document (“Award Document”)
and the Award Confirmation.  The Award
Date for the Restricted Shares is stated on the Award Confirmation.  The Participant may not sell, pledge or
transfer any of Restricted Shares unless and until those Restricted Shares vest
as described in the Award Confirmation and Award Document.  By participating in the Plan, Participant
shall be deemed to have accepted all the terms and conditions of the Plan and
this Award Document and the terms and conditions of any rules and
regulations adopted by the Committee and shall be fully bound thereby.


 


This
Award Document is the “Agreement,” as referred to the Plan, which contains the
terms and conditions of the Restricted Shares.


 


2.                                       Restricted Shares Subject to Plan; Definitions.  The
Restricted Shares 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 Award Document. 
The Restricted Shares are 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 Award Document have the same meanings assigned to them in the Plan.


 


2.1           The term “Actual Number of Employment
Days During Vesting Period” means the number of calendar days between the Award
Date and the date of Termination of Participant’s Service (inclusive).


 


2.2           The term “Actual Vesting Date” means
the earlier of (1) the Scheduled Vesting Date (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 Award Date to the applicable vesting date) or (2) the
date of acceleration of the Scheduled Vesting Date under Section 3 below.


 


2.3           The term “Cause” means Termination of
Participant’s Service initiated by the Company or its Subsidiaries because
of:  (1) if the Participant has
entered into any written and executed contract(s) with the Company or any
of its Subsidiaries, any material breach by the Participant of such contract
(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 the Participant; (2) any material violation
by the Participant of the Company’s policies, rules or regulations (as
reasonably determined by the Company) and which is not or cannot be reasonably
cured within 10 days after written notice from the Company to the Participant;
or (3) commission of any material act of fraud, embezzlement or dishonesty
by the Participant (as reasonably determined by the Company).


 


2.4           The term “Change in Control
Transaction” means (1) the closing of a tender offer 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 Award Document) 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 Award Document) pursuant to the 


 

















 


Exchange
Act; (5) approval by the stockholders of the Company of a complete liquidation
or dissolution of the Company; or (6) individuals who constitute the
Company’s Board of Directors on the date of this Award Document (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
Award Document 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 (6),
considered as though such person were a member of the Incumbent Board.


 


2.5           The term “Disability” means
Participant’s permanent disability as defined under any long term disability
plan of the Company, or in the absence of such plan, the inability of
Participant, due to illness or injury, to substantially perform Participant’s
duties (after taking into account any reasonable accommodation required by the
Americans with Disabilities Act, if applicable to Participant) for a period of
at least 180 consecutive days.  The
determination of a Disability shall be based on competent medical opinion.


 


2.6           The term “Fair Market Value” means
the closing sale price of common stock of Lawson Software, Inc., as
reported by Nasdaq (Nasdaq:  LWSN), on
the date for which the determination of “Fair Market Value” is being made.


 


2.7           The term “Good Reason”
means:  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 Transaction; (2) a
reduction in the Participant’s base pay as in effect immediately prior to a
Change in Control Transaction; (3) a material modification of the Company’s
incentive compensation program (that is adverse to the Participant) as in
effect immediately prior to a Change in Control Transaction; (4) a
requirement by the Company that the Participant be based anywhere other than
within thirty miles of the Participant’s work location immediately prior to a
Change in Control Transaction (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 Transaction); or (5) except
as otherwise required by applicable law, the failure by the Company 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
Transaction.  Termination or reassignment
of the Participant’s employment for Cause, or by reason of Disability or death,
are excluded from this definition.


 


2.8           The term “Initial Number of Days
During Vesting Period” means the number of calendar days between the Award Date
and the Scheduled Vesting Date.


 


2.9           The term “Retirement” means
Termination of Participant’s Service at any time on or after the date on which
the Participant’s age plus years of full time employment with the Company or
any Subsidiary equals 65 or more.


 


2.10         The term “Scheduled Vesting Date” means
the vesting date specified in the Award Confirmation, subject to extension an
approved leave of absence under Section 3.4 below.


 


2.11         The term “Shares” means the Restricted
Shares that are subject to the Award, whether or not those shares are vested or
subject to forfeiture under this Agreement.


 


2.12         The term “Subsidiary” or “Subsidiaries”
means any corporation at least a majority of whose securities having ordinary
voting power for the election of directors (other than securities having such
power only by reason of the occurrence of a contingency) is at the time owned
by the Company and/or one (1) or more Subsidiaries.


 


2.13         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.


 


2.14         The term “Vested Shares” means the
number of Restricted Shares which have vested and are no longer subject to
forfeiture under this Agreement.


 


3.                                       Vesting and Acceleration of Vesting. 
Except as specifically provided in this Award Document and the Plan,
100% of the Restricted Shares will vest and no longer be subject to forfeiture on
the Scheduled Vesting Date, 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 Award Date to the applicable vesting date. 
No vesting of the Restricted Shares shall occur after Termination of
Participant’s Service, except only to the extent described in Sections 3.1, 3.2
and 3.3 below.


 


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3.1           Pro Rata 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 before the Scheduled Vesting
Date, the following pro rata portion of the Restricted Shares will vest and no
longer be subject to forfeiture (up to a maximum of 100% of the Restricted Shares):


 


	
  (Actual
  Number of Employment Days During Vesting Period)

  	
   

  
	
  (Initial
  Number of Days During Vesting Period)

  	
  X    (Restricted
  Shares) = (Vested Shares)

  



 


The
number Shares vested under this Section 3.1 shall be rounded down to the
nearest whole number of Shares.  If
Termination of Participant’s Service is due to death, Disability or Retirement,
the pro rata acceleration of vesting under this Section 3.1 will be deemed
to have occurred immediately prior to such Termination of Participant’s
Service.


 


3.2           Automatic 100% Acceleration of
Vesting if Restricted Shares are Cancelled In Connection with a Change in
Control Transaction.  If the
Restricted Shares are to be cancelled upon the completion of a Change in Control
Transaction, then immediately prior to the Change in Control Transaction (and
if Participant is then a full time employee of the Company or any Subsidiary) (i) all
conditions of vesting will be assumed to have been met for 100% of the
Restricted Shares and (ii) none of the Restricted Shares will be subject
to forfeiture under this Agreement.  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.  There shall be no
acceleration of vesting under this Section 3.2 if a Change in Control
Transaction does not occur.


 


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 100% of the Restricted Shares and (ii) none
of the Restricted Shares will be subject to forfeiture under this
Agreement.  The acceleration of vesting
under this Section 3.3 will be deemed to have occurred immediately before
the 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 Award
Document, will also govern the vesting of the Restricted Shares during a
Company approved leave of absence.


 


4.                                       Termination and Forfeiture. 
Except to the extent described in Sections 3.1, 3.2 and 3.3 above, no
vesting or delivery of the Restricted Shares shall occur after the date of
Termination of Participant’s Service and all such unvested Restricted Shares
will be irrevocably forfeited, redeemed and cancelled as of 5:01 p.m.
United States Central on the date of Termination of Participant’s Service and
Participant will retain no rights with respect to the forfeited Restricted Shares.


 


5.                                       No Pledge or Transfer of Restricted Shares.  The
Restricted Shares cannot be sold, assigned, transferred, gifted, pledged,
hypothecated, or in any manner encumbered or disposed of at any time prior to the
Actual Vesting Date for the Restricted Shares.


 


6.                                       Distributions and Adjustments.


 


6.1           If any Restricted Shares vest subsequent to any change in
the number or character of the Common Stock of the Company (through any stock
dividend or other distribution, recapitalization, stock split, reverse stock
split, reorganization, merger, consolidation, split-up, spin-off, combination,
repurchase or exchange of shares, or otherwise), Participant shall receive upon
such vesting the number and type of securities or other consideration which
Participant would have received if such Shares had vested prior to the event
changing the number or character of the outstanding Common Stock.


 


6.2           Any additional shares of Common Stock of the Company, any
other securities of the Company and any other property (except for regular cash
dividends or other cash distributions) distributed with respect to the Shares
prior to the date or dates the Restricted Shares vest shall be subject to the
same restrictions, terms and conditions as the Restricted Shares to which they
relate and shall be promptly deposited with the Secretary of the Company or a
custodian designated by the Secretary.


 


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7.                                       Issuance and Custody of Certificate for
Restricted Shares.


 


7.1           The Company shall cause the
Restricted Shares to be issued in the name of Participant, either by book-entry
registration or issuance of a stock certificate or certificates evidencing the
Restricted Shares, which certificate or certificates shall be held by the
Secretary of the Company or the stock transfer agent or brokerage service
selected by the Secretary of the Company to provide such services for the
Plan.  The Shares shall be restricted
from transfer and shall be subject to an appropriate stop-transfer order.  If any certificate is used, the certificate
shall bear an appropriate legend referring to the restrictions applicable to
the Shares.  Participant hereby agrees to
the retention by the Company or its designee of the Shares and, if a stock
certificate is used, upon request agrees to execute and deliver to the Company
a blank stock power with respect to the Shares as a condition to the receipt of
the Award of Restricted Shares.  After
any Shares vest pursuant to this Agreement, and following payment of the
applicable withholding taxes, the Company shall promptly cause to be issued a
certificate or certificates, registered in the name of Participant or in the
name of Participant’s legal representatives, beneficiaries or heirs, as the
case may be, evidencing such vested whole Shares (less any shares withheld to
pay withholding taxes) and shall cause such certificate or certificates to be
delivered to Participant or Participant’s legal representatives, beneficiaries
or heirs, as the case may be, free of the legend or the stop-transfer order
referenced above.  The value of any
fractional Shares shall be paid in cash at the time certificates evidencing the
Shares are delivered to Participant.


 


7.2           The issuance of any Common Stock in
accordance with this Award shall only be effective at such time that the sale
or issuance of Common Stock pursuant to this Award Document will not violate
the applicable laws or regulations of any applicable country, state or other
jurisdiction.


 


7.3           If Participant is a “specified
employee” for purposes of Section 409A of the United States Internal
Revenue Code (“Section 409A”), an exception to the payment restrictions of
Section 409A does not apply, and the Company is a publicly traded
corporation at the time of Employee’s termination of employment, then,
notwithstanding any provision in this Agreement to the contrary:  (a) the
delivery of the Vested Shares without restriction shall be made to Participant
six months plus five business days following the date of Termination of
Participant’s Service (provided that at the time of delivery Participant has
met all other requirements for that delivery under this Agreement), (b) no
such delivery will be made to Participant before the date described in clause (a) above,
and (c) no dividend equivalents shall accrue or be payable to Employee for
any payments that are delayed pursuant to this Section 7.3.


 


8.                                       Taxes.  To provide the Company with the
opportunity to claim the benefit of any tax deduction which may be available to
it in connection with the Award, and to comply with all applicable income tax
and social insurance contribution 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 all applicable payroll,
income tax, social insurance contributions or other tax withholding obligations
are withheld or collected from Participant. 
Unless otherwise provided by the Committee in its sole discretion and
except as prohibited under local law, Participant may elect to satisfy
Participant’s minimum income tax and social insurance contributions withholding
obligations 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 Vested Shares otherwise deliverable to
the Participant having a Fair Market Value in United States dollars equal to
the minimum amount of such taxes required to be withheld, 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 Participant’s minimum
income tax and social insurance contributions withholding obligations 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 will not deliver any
fractional Vested Shares but will pay, in lieu thereof, the Fair Market Value
of such fractional Vested Shares. 
Participant’s election under this Section 8 must be made on or
before the date that the amount of tax or other contribution to be withheld is
determined.  Participant acknowledges and
agrees that should the shares of Common Stock withheld for income tax and
social insurance contributions purposes be in excess of the amounts required to
be withheld under applicable law, the Company shall refund the excess to
Participant, without interest, as soon as administratively practicable.  Any adverse consequences to Participant
resulting from the procedure permitted under this Section 8 including,
without limitation, income tax and social insurance contributions consequences,
shall be the sole responsibility of Participant.


 


9.                                       Participant’s Employment.  This
Award Document, the Award Confirmation and the Plan are not an employment
contract.  Nothing contained in this
Award Document, the Award Confirmation 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 other affiliate to terminate the employment of Participant at any
time.  No Restricted Shares, compensation
or benefit awarded to or realized by Participant under the Plan or this Award
Document shall be included for the purpose of computing Participant’s
compensation under 


 


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any
incentive compensation plan or any compensation-based retirement, disability or
similar plan of the Company unless required by law or otherwise provided by
such other plan.


 


10.                                 No Trust or Fund Created. 
Neither the Plan nor this Award Document shall create or be construed to
create a trust or separate fund of any kind or a fiduciary relationship between
the Company or any Subsidiary and Participant or any other person.  To the extent that any Participant acquires a
right to receive Shares or payments from the Company or any Subsidiary pursuant
to the Award, such right shall be no greater than the right of any unsecured
creditor of the Company or any Subsidiary.


 


11.                                 Consent to Collection/Processing/Transfer of
Personal Data.  Pursuant
to applicable personal data protection laws, the Company hereby notifies
Participant of the following in relation to Participant’s personal data and the
collection, processing and transfer of such data in relation to the Company’s
grant of the Award and participation in the Plan by Participant.  The collection, processing and transfer of
Participant’s personal data is necessary for the Company’s administration of
the Plan and participation in the Plan by Participant, and Participant’s denial
and/or objection to the collection, processing and transfer of personal data
may affect participation in the Plan by Participant.  As such, Participant voluntarily acknowledges
and consents (where required under applicable law) to the collection, use,
processing and transfer of personal data as described in this Section 11.  The Company and Participant’s employer hold
certain personal information about Participant, including Participant’s name,
home address and telephone number, date of birth, social security number or
other employee identification number, salary, nationality, job title, any
shares of Stock or directorships held in the Company, details of all options, restricted
stock, restricted stock units or any other entitlement to shares of Stock
awarded, canceled, purchased, vested, unvested or outstanding in Participant’s
favor, for the purpose of managing and administering the Plan (“Data”).  The Data may  be provided by Participant or collected, where
lawful, from third parties, and the Company will process the Data for the
exclusive purpose of implementing, administering and managing participation in
the Plan by Participant.  The Data
processing will take place through electronic and non-electronic means
according to logics and procedures strictly correlated to the purposes for
which Data are collected and with confidentiality and security provisions as
set forth by applicable laws and regulations in Participant’s country of
residence.  Data processing operations
will be performed minimizing the use of personal and identification data when
such operations are unnecessary for the processing purposes sought.  Data will be accessible within the Company’s
organization only by those persons requiring access for purposes of the
implementation, administration and operation of the Plan and for participation
in the Plan by Participant.  The Company
and Participant’s employer will transfer Data amongst themselves as necessary
for the purpose of implementation, administration and management of
participation in the Plan by Participant, and the Company and Participant’s
employer may each further transfer Data to any third parties assisting the
Company in the implementation, administration and management of the Plan.  These recipients may be located in the
European Economic Area, or elsewhere throughout the world, such as the United
States.  Participant hereby authorizes
(where required under applicable law) them to receive, possess, use, retain and
transfer the Data, in electronic or other form, for purposes of implementing,
administering and managing participation in the Plan by Participant, including
any requisite transfer of such Data as may be required for the administration
of the Plan and/or the subsequent holding of shares of Stock on Participant’s
behalf to a broker or other third party with whom Participant may elect to
deposit any shares of Stock acquired pursuant to the Plan.  Participant may, at any time, exercise
Participant’s rights provided under applicable personal data protection laws,
which may include the right to (a) obtain confirmation as to the existence
of the Data, (b) verify the content, origin and accuracy of the Data, (c) request
the integration, update, amendment, deletion, or blockage (for breach of
applicable laws) of the Data, and (d) to oppose, for legal reasons, the
collection, processing or transfer of the Data which is not necessary or
required for the implementation, administration and/or operation of the Plan
and participation in the Plan by Participant. 
Participant may seek to exercise these rights by contacting the local Human
Resources manager or the Company’s Human Resources Department.


 


12.   No Right of Future Awards.  Nothing contained in this Award Document, the
Award Confirmation or the Plan shall confer on Participant any right to receive
any additional stock awards 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 equity awards at
any time.


 


13.                                 Interpretation of Terms; General.  The
Committee shall interpret the terms of the Award and this Award Document, the
Award Confirmation and Plan and all determinations shall be final and
binding.  The Award and this Award
Document, the Award Confirmation 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 Award.


 


14.                                 Termination Indemnities. 
Participation in the Plan by the Participant is voluntary.  The value of the Award under the Plan is an
extraordinary item of compensation outside the scope of Participant’s
employment contract, if any.  As such,
the Award is not part of normal or expected compensation for purposes of
calculating any severance, 


 


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resignation,
redundancy, end of service payments, bonuses, long-service awards, pension, or
retirement benefits or similar payments. 
Rather, the Award represents a mere investment opportunity to acquire
shares of the Company’s common stock.


 


15.                                 Private Placement.  The
grant of the Award is not intended to be a public offering of securities in
Participant’s country but instead is intended to be a private placement.  The Company has not submitted any registration
statement, prospectus or other filings other than in the United States (unless
otherwise required under local law).  No employee of the Company or any of the Company’s affiliates is
permitted to advise Participant about whether or not to acquire shares of the
Company’s common stock under the Plan. 
Investment in the shares of the Company involves a degree of risk.  Before deciding to acquire shares pursuant to
the Award, Participant should carefully consider all risk factors relevant to
the acquisition of the Company’s common stock under the Plan and carefully
review all of the materials related to the Award and the Plan.  In addition, Participant is encouraged to
consult a personal advisor for professional investment advice (at Participant’s
own expense).


 


16.                                 Compliance with Age Discrimination Rule –
Applicable Only to Participants Who Are Subject to the Laws in the European
Union.  The grant of the Award and the terms and
conditions governing the Award are intended to comply with the age discrimination
provisions of the European Union (EU) Equal Treatment Framework Directive, as
implemented into local law (the “Age Discrimination Rules”), for any
Participant who is subject to the laws in the EU.  To the extent a court or tribunal of
competent jurisdiction determines that any provision of the Award is invalid or
unenforceable, in whole or in part, under the Age Discrimination Rules, the
court or tribunal, in making such determination, shall have the power and
authority to revise or strike such provision to the minimum extent necessary to
make it valid and enforceable to the full extent permitted under local law.


 


17.                                 Official Language. 
Unless prohibited by applicable law: 
(a) the official language of the Award and this Award Document, the
Award Confirmation and Plan is English, (b) 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 and (c) any notices or other
documents required to be delivered to the Company (or equity plan
administrator) under this Award Document, 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.                                 Binding Terms.  By
accepting any of the benefits of the Restricted Shares, the Participant will be
deemed to have agreed to comply with all of the terms and conditions of the
Plan (as applicable to the Restricted Shares), this Award Document and the
Award Confirmation.  If there is any
discrepancy between the number of Restricted Shares shown in the Award
Confirmation and the number shown in the records of the Company’s Corporate
Secretary, the records of the Company’s Corporate Secretary shall prevail.


 


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