Exhibit 10.32


 


[Lawson Software Logo]


 


April 25,
2006


 


Guenther
Tolkmit


Ober-Beerbacherstr.
25a


64342
Seeheim-Jugenheim


Germany


 


AMENDMENT
TO YOUR EMPLOYMENT AGREEMENT DATED 14 FEBRUARY 2005


 


Dear
Guenther;


 


This
letter amends certain sections of your Employment Agreement Executives (“Agreement”)
dated February 14, 2005 with Intentia International AB, now to be
recognized as Lawson Germany GmbH.  All
references to Intentia International AB or the Intentia Group not specifically
addressed in this Amendment will be read to be Lawson International Germany or
the Lawson Group, respectively. Those provisions not amended in this letter
remain the same.


 


The
following outlines the Clauses with changes.


 


Introduction


 


Deleted:


 


The term “Associated Company” shall mean a company, which is
from time to time a holding company or subsidiary to a holding company of the
Company.


 


Replaced
With:


 


The
term “Associated Company” shall mean any company which is majority owned and/or
in any other manner controlled by Lawson Software, Inc.


 


Clause 1
– Position 


 


Deleted:


 


The Executive and the company agree that the terms and
conditions of this Agreement shall govern the employment of the Executive in
the Company as Vice President Support.


 


Intentia International AB is the ultimate holding company of
a multinational group of companies (such group of companies hereinafter
referred to as the “Intentia Group”). The Executive shall report to the CEO of
the Intentia Group, and for certain matters to the Audit Committee of the Board
of Directors, and shall be under the duty to keep the CEO and, for certain
matters, the Board of Directors fully informed of all materials matters which
concern the area of responsibility of the Executive.


 


1

















 


Replaced
With:


 


The
Executive and the Company agree that the terms and conditions of this Agreement
shall govern the employment of the Executive in the Company as Senior Vice President Product Development.


 


Lawson
International Germany is a wholly-owned subsidiary of Lawson Software, Inc.
which is the parent company of a multinational group of companies (such group
of companies hereinafter referred to as the “Lawson Group”).  The Executive shall report to the CEO of the Lawson Group, and for certain matters to the Audit Committee of the Board of
Directors of the Lawson Group, and shall be under the duty to keep the CEO and,
for certain matters, the Board of Directors fully informed of all material
matters which concern the area of responsibility of the Executive.


 


Clause 2
– Duties 


 


Deleted:


 


As Vice President Support of the Intentia Group the
Executive is responsible for all operations in accordance with the division of
responsibilities set out from time to time and in particular to carry out
duties customary to a VP Support of a publicly listed company.


 


...


 


The principal duty of the Executive shall be to properly and
professionally manage the different Support Centres and also the QA functions
of the Intentia Group including, but not limited to, Partners, Auditors, etc
and corresponding relations and other external contact related to the position.
These duties shall be exercised under the general supervision and guidance of
the CEO.


 


Replaced
With:


 


As
Senior Vice President Product Development of the Company, the Executive is
responsible for all global operations in accordance with the division of
responsibilities set out from time to time and in particular to carry out
duties customary to a Senior Vice President of Product
Development.


 


...


 


The
principal duty of the Executive shall be to properly and professionally (1) oversee
product development, product strategy, and competitive intelligence, and (2) establish
strategic direction of the Company’s software products. These duties shall be
exercised under the general supervision and guidance of the CEO.


 


Clause 3
– Confidentiality - is deleted in its entirety and replaced by Exhibit A


 


Clause 4
– Intellectual Property - is deleted in its entirety and replaced by Exhibit A


 


Clause 6
– Non-Competition - is deleted in its entirety and replaced by Exhibit B


 


2

















 


Clause 7
– Fixed Compensation


 


Deleted:


 


The Executive shall receive an annual Fixed Compensation
(salary (including holiday entitlement but except variable compensation
pursuant to Clause 8)) of EURO 200,000.


 


Replaced
With:


 


The
Executive shall receive an annual Fixed Compensation (salary (including holiday
entitlement but except variable compensation pursuant to Clause 8)) of EURO
217,665.


 


Deleted:


 


The Fixed Compensation includes remuneration for overtime
work, traveling time and any Board assignments in the Company or any Associated
Companies (see clause 2 paragraph 6) as well as for any items covered under
clause 3 paragraph 4.


 


Replaced
With:


 


The
Fixed Compensation includes remuneration for traveling time and any Board
assignments in the Company or any Associated Companies (see Clause 2, Paragraph
6) as well as for any results of his work including intellectual property
rights unless statutory laws require an additional compensation.


 


Any
overtime work shall be deemed to be compensated by the Fixed Compensation.


 


Deleted:


 


This Fixed Compensation shall be subject to annual review as
per January, beginning 2006.


 


Replaced
With:


 


This
Fixed Compensation shall be subject to annual review by the Lawson Board of
Directors – Compensation Committee.


 


Clause 8
– Variable Compensation – is deleted in its entirety and replaced with the
following:


 


The
Executive, while in the employment of the Company, is entitled
to participate in the Company’s discretionary compensation plan, which relates
to corporate performance, from time-to-time in force. The Variable Compensation
amount shall be up to EURO 158,302 based on the Executive’s achievement of his
annual incentive agreement (see Attachment
1) as communicated to him by the CEO, which may
contain both individual and company objectives assigned to him by the Board of
Directors and/or CEO. The Variable Compensation and its parameters will be set
annually. The Executive has no contractual or deferred entitlement to any form
of Variable Compensation even it is has regularly or consistently been granted
in the past.


 


3

















 


Clause
15 – Stock Options – is deleted in its entirety and replaced with the
following:


 


Per
the Acknowledgement and Waiver signed by the Executive on April 27, 2006
and is attached as Attachment
2, Intentia International AB (and its successors
and assigns) (“Intentia”) has no obligation to grant to the Executive any stock
options or rights to acquire any capital stock of Intentia, and the Executive
hereby waives any rights to acquire any capital stock of Intentia under any
prior agreement between Executive and Intentia.


 


Clause
16 – Notice of Employment Termination – is deleted in its entirety and is
replaced with the following:


 


This
Agreement may be terminated upon three (3) months notice of termination by
either party (“Notice Period”). Neither party shall be required to indicate a
reason for such termination.


 


(1) Termination by the Company:


Should
the Company terminate this Agreement for any reason other than “for cause”, the
Executive will be offered the following severance payment: six (6) months
base salary less any severance or other payments that Company is obligated to
pay to Executive under any statute, regulation or applicable law (the “Severance
Payment”).


 


Should
the Company terminate this Agreement for any reason other than “for
cause” on the day of a Change in Control or within 24 months thereafter, the
Executive will be  offered the following severance payment in
addition to the Severance Payment described above: twelve (12) months base
salary less any severance or other payments that Company is obligated to pay to
Executive under any statute, regulation or applicable law (the “Change in
Control Severance Payment”). Executive is not eligible to participate in the
Lawson EXECUTIVE CHANGE IN CONTROL SEVERANCE PAY PLAN for Tier 1 Executives.


 


Executive
will be responsible for the payment of taxes associated with the disbursement
of the Severance Payment and/or the Change in Control Severance Payment.


 


The
Company’s obligation to pay the Severance Payment and/or the Change in Control
Severance Payment is conditioned upon the Executive signing a written release
described in Exhibit C confirming that the Executive will not engage in
litigation against the Company with regard to any item withheld in or resulting
in connection with this Agreement. The Severance Payment and/or the Change in
Control Severance Payment become due within 10 calendar days after signing the
release described in Exhibit C. Should the Executive engage in litigation
or litigation-type procedures in or outside of the Court, this section
regarding Severance Payments and/or the Change in Control Severance Payment is
deemed to be null and void.


 


For
purposes of this Section, “Change in Control” 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 the completion of such
tender offer, exchange offer, merger, consolidation or combination less than
50% 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


 


4

















 


Agreement)
of the Exchange Act, shall acquire 50% or more of the outstanding voting
securities of the Company (whether directly, indirectly, beneficially or of
record) (for purposes hereof, ownership of voting securities shall take into
account and shall include ownership as determined by applying the provisions of
Rule 13d-3(d)(1)(i) as in effect on the date of this Agreement)
pursuant to the Exchange Act, (5) individuals who constitute the Company’s
Board of Directors on the date of this Agreement (the “Incumbent Board”) cease
for any reason to constitute at least a majority thereof, provided that any
person becoming a director subsequent to the date of this Agreement whose
election, or nomination for election by the Company’s stockholders, was
approved by a vote of at least 50% of the directors comprising the Incumbent
Board shall be, for purposes of this clause (5), considered as though such
person were a member of the Incumbent Board, or (6) approval by the
stockholders of the Company of a complete liquidation or dissolution of the
Company.


 


(2)  Termination
by the Executive:


No
Severance Payment and/or the Change in Control Severance Payment will be due to
the Executive if he terminates the employment.


 


(3)  Termination
for Cause:


No
Severance Payment and/or the Change in Control Severance Payment will be due to
the Executive if he is terminated based on cause pursuant to § 626 of the
German Civil Code (“Bürgerliches Gesetzbuch”).


 


Clause
18 – Governing Law and Dispute Resolution - is deleted in its entirety -
including its headline - and replaced by the following:


 


Governing
Law


 


This
Agreement shall be governed by and construed in accordance with the laws of the
Federal Republic of Germany.


 


Clause
19 is renumbered Clause 20 and a new Clause 19 – Additional Benefits – is added
in its place.


 


A
list of additional perquisites that have been authorized by the Company’s
Compensation Committee is attached as Attachment 3.
The Company’s Compensation Committee can change any and all perquisites at any
time solely by providing the Executive with an amended Attachment 3.


 


Clause
20 – Final Provisions - A new paragraph 3 shall be inserted after paragraph 2.


 


Exhibits
A, B and C form part of this Employment Agreement. In case of discrepancies,
the provisions of the Exhibits shall prevail over the provisions of this
Employment Agreement.


 


	
  For
  Lawson

  	
   

  	
  For
  Executive

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/
  Kristin Trecker

  	
   

  	
  /s/
  Guenther Tolkmit

  
	
  Kristin
  Trecker

  	
   

  	
  Guenther
  Tolkmit

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Senior
  Vice President, Human Resources

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:

  	
  January 5,
  2007

  	
   

  	
  Date:

  	
  January
  7th, 2007

  
					



 


5

















 


EXHIBIT A


 


LAWSON INTERNATIONAL GERMANY

EMPLOYEE INTELLECTUAL PROPERTY AND NON-DISCLOSURE AGREEMENT

(GERMANY)


 


In
consideration of the benefits of my employment with LAWSON INTERNATIONAL
GERMANY (hereinafter “LAWSON”) I agree as follows:


 


1.       NON-DISCLOSURE OF
CONFIDENTIAL INFORMATION. I agree that Confidential Information related to LAWSON’s business, or
the business of any of its affiliates, clients, customers, suppliers, partners
or other third parties, I acquire during my employment by LAWSON shall be
regarded and treated as confidential and solely for the benefit of LAWSON.


 


Such “Confidential Information” for purpose of this
Agreement shall mean all information maintained in confidence by LAWSON or
entrusted to me as confidential. Confidential Information includes, but is not
limited to: (1) all information that derives independent economic value,
actual or potential, from not being generally known to, and not being readily
ascertainable through proper means by, other persons who can derive economic
value from its disclosure or use, (2) trade secrets and (3) computer
programs and passwords; customer lists, sales lists and supplier lists; pricing,
licenses, costs, budgets, financial information and financing plans; marketing
and sales statistics and studies; projections, strategies, forecasts, new
products and marketing and business plans; merger and acquisition plans;
formulas, processes, data procedures, techniques and improvements; inventions,
product designs, discoveries and developments; and employee data, files and
compensation.


 


The obligation of confidence under this Agreement
shall not apply to any portion of information which I can show from documented
records is or becomes generally available to the public without fault of mine,
or which is obtained without restriction on publication or use from a third
party having the right to disclose the same. Moreover, it shall not apply to
any portion of information which I am obliged by statutory law or binding
administrative or court order to supply to a court or any other authority.


 


2.       INTELLECTUAL PROPERTY. I agree that I will promptly disclose to and
immediately assign and transfer to LAWSON - in writing if so requested by
LAWSON - all my right, title, and interest in the results of my work for LAWSON
created by me individually or with others on the grounds of my contractual
work, other tasks assigned to me by LAWSON and/or using the know-how acquired
during my employment with LAWSON or the resources of LAWSON subject to the
provisions of this section 2.


 


As to inventions and technical improvements, the
German Employee Invention Act (“Arbeitnehmererfindungsgesetz”) applies. I
acknowledge that I am not entitled to make use of an invention until the
Company formally waives its rights to the invention or until the time limit to
call upon the invention pursuant to the Employee Invention Act has lapsed.


 


As to Copyrighted Works created under the German
Copyright Act (“Urhebergesetz”) by me during my employment with LAWSON, I agree
to grant an exclusive Right to Use and to exploit these works to LAWSON without
any limitation on time, space or kind of use. LAWSON may exercise the Right to
Use at any time in full or in part without any further consent from my side.


 


Such “Copyrighted Works”, for the purpose of this
Agreement, shall have the meaning of § 2 of the Copyright Act. Copyrighted
works include, but are not limited to: (1) data processing programmes as
well as other forms of computer software, (2)


 


6

















 


databases,
(3) technical or scientific descriptions.


 


Such
“Right to Use”, for the purpose of this Agreement, shall encompass all known
types of use including, but not limited to: (1) the right to reproduce the
work, either in its original or in a processed or redesigned form, (2) the
right to distribute, (3) the right to publish, (4) the right to
demonstrate, to make accessible to the public, transfer via long-distance
landlines or wireless, or exploit in any other way.


 


Along
with the Right to Use, the works I will transfer and assign the rights in any
relevant pre-studies, source codes, documentations and other materials
supporting the work to LAWSON and hand over any physical originals or copies to
LAWSON if so requested.


 


LAWSON
shall be entitled to transfer and assign its Right to Use the works in full or
in part or to grant corresponding rights to third parties without any further
consent from my side.


 


LAWSON
shall not be obliged to name me as an author when the right of use is
exercised. The right of access to the works shall be excluded after I left the
company; the same applies to the right to claim a copy of the work.


 


Additionally,
I agree that I do not have, nor have I ever had, claim of any right title or
interest in any trademarks, trade names or domain names owned or used by
LAWSON.


 


At
LAWSON’s request, I will sign all papers LAWSON considers necessary or
advisable to patent any invention or improvement or to register any copyright
(outside Germany), trademark or domain name, each in the name of LAWSON.


 


I
acknowledge that creating copyrighted works and other work results mentioned
above forms an integral part of my contractual obligations under the contract
of employment with LAWSON. All rights, title and interest assigned or
transferred to LAWSON under this section 2 shall therefore be deemed to be
compensated by the remuneration received from LAWSON under the contract of
employment unless further remuneration is required by the Employee Invention
Act or any other mandatory statutory laws or collective agreements applicable
to my employment.


 


3.       DOCUMENTS AND TANGIBLE
PROPERTY. All documents and other tangible property relating in
any way to the business of LAWSON which are conceived or generated by me or
come into my possession during my employment shall be and remain the exclusive
property of LAWSON, and I agree to return all such documents and tangible
property to LAWSON upon any separation from my employment at LAWSON and/or upon
request of LAWSON.


 


While
the aforementioned documents and other tangible property are in my possession,
I will keep them in safe custody and secure them from being accessed or taken
by any unauthorized third party.


 


I
waive any right of retention with regard to the aforementioned documents and
other tangible property.


 


4.       MISCELLANEOUS.  The obligations arising from and the rights
granted under this Agreement shall survive the employment.


 


7

















 


This
agreement supplements and amends the Employment Agreement Executives (“Agreement”)
dated February 14, 2005. In case of any inconsistencies, this Agreement
shall persist.


 


 


	
   

  	
  /s/
  Guenther Tolkmit

  
	
   

  	
  Guenther
  Tolkmit

  



 


8

















 


EXHIBIT B


 


LAWSON INTERNATIONAL GERMANY

RESTRICTIVE COVENANTS

(GERMANY)


 


1.     CONTRACTUAL OBLIGATIONS.
During the term of my employment with LAWSON I agree not to - directly or
indirectly - compete with LAWSON or any of its affiliated companies. In
particular, I agree not to provide services to a competitor as a managing
director, board member or member of any other corporate body, as an employee,
as a self-employed person or otherwise, nor to set up or run a competing
business or own shares in such business. This does not apply to the acquisition
of shares of listed stock corporations for investment purposes only.
Furthermore, during the term of my employment I agree not to actively solicit
or entice away employees of LAWSON or any of its affiliated companies or
participate in such solicitation or enticement away.


 


2.     POST-CONTRACTUAL
NON-COMPETITION. For a period of twelve (12) months following
termination of the employment with LAWSON I agree not to – directly or indirectly
- compete with LAWSON or any of its affiliated companies. In particular, I
agree not to provide services to a competitor as a
managing director, board member or member of any other corporate body, as an
employee, as a self-employed person or otherwise, nor to set up or run a
competing business or own shares in such business. This does not apply to the
acquisition of shares of listed stock corporations for investment purposes
only.


 


This post-contractual non-competition agreement shall
apply to competitors in the software business in the territory of Germany, the
U.S. and [insert].


 


3.     POST-CONTRACTUAL
NON-SOLICITATION. For a period of twelve (12) months following
termination of the employment with LAWSON I agree not to actively solicit or
entice away employees of LAWSON or any of its affiliated companies or
participate in such solicitation or enticement away.


 


4.     COMPENSATION.
LAWSON will pay a compensation for the duration of the post-contractual
non-competition and non-solicitation agreement in the amount of half of the
contractual remuneration last paid to me. Any other income earned during by me
this time will be set off against the aforementioned compensation.


 


5.     PENALTY.        For each case of infringement of the
post-contractual non-competition and non-solicitation agreement I agree to pay
a penalty in the amount of one monthly base salary. In case of a continued
breach of the non-competition agreement, the penalty will be due for each month
of continued breach. LAWSON remains free to claim damages exceeding the
penalty.


 


6.     WAIVER.
LAWSON may waive its rights under the post-contractual non-competition and
non-solicitation agreement in writing at any time prior to the termination of
the contract of employment. In this case LAWSON’s obligation to pay a
compensation will end three months after I receive the waiver.


 


7.     Miscellaneous.
§§ 74 to 75c of the German
Commercial Code (“Handelsgesetzbuch”) will be applicable as supplement to this
agreement.


 


	
   

  	
  /s/ Guenther
  Tolkmit

  
	
   

  	
  Guenther
  Tolkmit

  



 


9

















 


EXHIBIT C


 


LAWSON INTERNATIONAL GERMANY

RELEASE AND TERMINATION AGREEMENT

(GERMANY)


 


This General Release and Termination Agreement is made and entered into
as of the                day
of                   ,
20          , by Guenther
Tolkmit (“Executive”) and LAWSON.


 


WHEREAS,
Lawson International Germany (the “Company”) and Executive are parties to an
Employment Agreement dated February 14, 2005, as amended on April 25,
2006 (the “Employment Agreement”);


 


WHEREAS,
Executive intends to settle any and all claims that Executive has or may have
against Company and each Associated Company (as defined in the Employment
Agreement) as a result of Executive’s employment with Company and the cessation
of Executive’s employment with Company; and


 


WHEREAS,
under the terms of the Employment Agreement, Executive agreed to enter into
this Release and Termination Agreement as a condition precedent to the
severance arrangements described in Clause 16 of the Employment Agreement.


 


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


 


1.             Termination. The parties agree that the employment ends on                   due to                       .
The Executive will not file a claim for unfair dismissal or otherwise challenge
the termination in court.


 


2.             Release. For the consideration expressed in the
Employment Agreement, Executive 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 Executive has or may have against the
Released Parties.


 


This
Section 2 does not apply to any post-termination claim that Executive may
have for benefits or other payments required under the provisions of the
Employment Agreement, or the Restrictive Covenants (Exhibit B) Agreement
with Company.


 


 


	
   

  	
   

  
	
   

  	
  Guenther
  Tolkmit

  



 


10

















 


Attachment 3


to the Amended Employment Agreement


of Guenther Tolkmit


 


The
following items are additional perquisites that have been authorized by the
Company’s Compensation Committee:


 


·                                          Financial and/or tax planning- up to $5k
annual


·                                          Business or first class air travel between
theaters (e.g., US and Europe)


·                                          Airline club- reimbursement of up to $350 for
one airline club membership


·                                          Executive physical at Mayo Clinic (would need
to be scheduled for Guenther in conjunction with planned business trip)


·                                          Apartment rental up to $1,500 per month


·                                          One-time $5,000 for apartment furniture/set-up
costs


·                                          Car allowance


 


11














 


	
  

  	
  Intentia

  



 


EMPLOYMENT AGREEMENT EXECUTIVES


 


“VICE PRESIDENT SUPPORT”


 


This
Agreement is made the date set out below


 


BETWEEN


 


Intentia
International AB (publ), registration number 556387-8148 a company organised
under the laws of Sweden, located at Vendevãgen 89, Danderyd, Sweden
(hereinafter referred to as the “Company”)


 


AND


 


Gunther Tolkmit, Ober-Beerbacherstr. 25A, 64342 Seeheim-Jugenheim,
Germany (hereinafter referred to as “the Executive”)


 


This
document contains the main terms and conditions of the Executive’s
employment with the Company, and supersedes all other previous arrangements or
agreements whether oral or in writing between the Executive and the Company in
the matters dealt with below.


 


The
term “Associated Company” shall mean a company, which is from time to time a
holding company or subsidiary to a holding company of the Company.


 


1      Position


 


The
Executive and the company agree that the terms and conditions of this Agreement
shall govern the employment of the Executive in the Company as Vice President
Support.


 


Intentia
International AB is the ultimate holding company of a multinational group of
companies (such group of companies hereinafter referred to as the “Intentia
Group”). The Executive shall report to the CEO of the Intentia Group, and for
certain matters to the Audit Committee of the Board of
Directors, and shall be under the duty to keep the CEO and, for certain
matters, the Board of Directors fully informed of all material matters which
concern the area of responsibility of the Executive.


 


Taking
into regard the Executives’ explicit request, the position is currently based
in 40721 Hilden, ProActiv- Platz 3, Germany. Taking into regard the
indispensable requirements of his international position and the equivalent
nature of the Companies’ business, the Executive acknowledges that his position
requires a significant amount of travel to different corporate and third party
locations world wide and hereby consents to undergo required travel such as
necessary for the performance of his duties under this Agreement.


 


The
Company will reimburse the Executive in accordance with the applicable Company
policies and practices, after receiving proof of the expenses incurred by the
Executive, for all reasonable subsistence and traveling expenses properly and
necessarily incurred by the Executive in connection with the services rendered
under this Agreement.


 


12

















 


2      Duties


 


As
Vice President Support of the Intentia Group the Executive is responsible for
all operations in accordance with the division of
responsibilities set out from time to time and in particular to carry out
duties customary to a VP Support of a publicly listed company


 


The
Executive shall exercise such powers and perform such duties (not
being duties inappropriate to his senior status) in relation to the business of
the Company or any Associated Company as may from time to time be vested in or
assigned to him by the Board of Directors and the CEO. The Executive shall
comply with all reasonable directions from the Board of Directors and the CEO
as well as all regulations of the Company.


 


The
principal duty of the Executive shall be to properly and professionally manage
the different Support Centres and also the QA functions of the Intentia Group
including, but not limited to, Partners, Auditors, etc and corresponding
relations and other external contact related to the position. These duties
shall be exercised under the general supervision and guidance of the CEO.


 


The
duties, responsibilities, objectives and authorities of the Executive are set
out in this Agreement and in policies, procedures, instructions and other
communications (hereinafter referred to as “Directives”) by the Board of
Directors and the CEO and applicable corporate bodies, and the Executive agrees  to
comply with and be bound by all such Directives for the time being in force and
duly communicated to him.


 


The
Executive shall diligently, faithfully and loyally promote the interest of the
Company and the Intentia Group and in particular, shall use his best endeavours
to attain the business goals set by the CEO and the Board.


 


The
Company will reimburse such fees associated with professional institutions and
organizations in which the Executive is a member upon request of the Company.
The Executive hereby agrees to take up all offices and functions the Company
sees fit, within the Company and the Intentia Group as well as its
subsidiaries. The Executive will retire from all such offices and functions
upon request of the Company.


 


All
additional remuneration the Executive should derive thereof will be accounted
for with regard to the remuneration under this Agreement.


 


3      Confidentiality
etc.


 


The
Executive shall, on all occasions, be alert to and safeguard the interest of
the Company. The Executive shall during and after his employment keep secret
all trade secrets, business secrets and other confidential information
regarding the Company and the Intentia Group or the business of the Company or  the Intentia Group and the Executive may only use such information during
his employment and in the interest of the Company. The Executive has no right
of retention to such documents, information and data as well as copies thereof
(irrespective of the format of such copies) which cover or contain aspects or
details of the aforementioned confidential matters.


 


Whenever
requested by the Company and in any event upon termination of employment with the
Company, the Executive shall return forthwith all business documents, software,
notes etc. and copies thereof (irrespective of the format of such copies)
regarding the Company, the


 


13

















 


Intentia
Group or the business of the Company or the Intentia Group which he has set up,
has been entrusted with or
has otherwise gained access to.


 


Such
material, inventions or other intellectual property is the sole property of the
Company and may be used by the Executive only during the employment and in the
interest of the Company. Any technical / methodical improvements proposed,
inventions made or other intellectual property created by the Executive during
his/her employment are compensated through salary under this agreement.


 


4      Intellectual property rights


 


4.1 The German Act on Employees Inventions (Act on Employees
Inventions) applies to all technical Inventions and
qualified proposals on technical improvements (Sections 2,3,20 paragraph I Act
on Employees Inventions). Such inventions and proposals for technical
improvements are to be notified to the Company on completion according to
Sections 5 and 18 of the Act on Employees Inventions.


 


4.2
Apart of the aforementioned items all results of


 


·                  the contractual work and/or


 


·                  other tasks or activity assigned by the
Company and/or


 


·                  any other activity in relation to the
contract, especially such based on incitation of the Company or derived from
the utilization of the Companies’ resources, achievements or expertise belong
to the Company as soon as they emerge / they are completed.


 


The
Company receives all rights, especially all rights of use and exploitation for
any purpose, which result from such activity for an unlimited period of time,
excluding any possible legally indispensable individual right of the Executive.
The Executive may only use such results
within the framework of his contractual duties and only for the Company. This
especially applies to copyright protected results, trademarks, designs,
protected designs, Semiconductor topographies, registered plant varieties as
well as basic proposals for technical and or organizational
improvements. The Executive is obliged to notify the Company immediately in
writing of such result in order to make it possible for the Company to obtain
legal protection of the results. The Executive is obliged to absolute secrecy
on these results as long as legal protection is not fully obtained by the
Company, notwithstanding the further confidentiality obligation as set forth in
this Agreement.


 


4.3 AlI rights to the aforementioned results are
hereby assigned to the Company. All and any assignment of such rights are fully
compensated for by the contractual remuneration of the Executive. Any
further compensation may only result from applicable collective bargaining
agreements or works agreements or mandatory legal provisions.


 


14

















 


5      Duties outside the Company


 


The
Executive is obliged to devote all his working time to his duties as defined in
this agreement.


 


It
is thus stipulated that the Executive shall not, under own direction or through
an agent, directly or indirectly, (i) conduct any business operation which
can be considered to compete with the Company or an Associated Company, (ii) undertake
major assignments or (iii) otherwise conduct operations that could
adversely affect the performance of his/her duties as an employee of the
Company, without obtaining prior written approval of the CEO. The Executive
shall notify the CEO of any other assignments.


 


6      Restriction on competition
and non-solicitation


 


While
the Executive continues to be an employee of the Company and 12 months
following the expiry of the employment, the Executive shall not, directly or
indirectly, take part in or have an interest in any business which is
competitive with any business of the Company, conducted currently or during the
employment.


 


The
Executive shall not for a period of 12 months after the termination of his
employment with the Company either, directly or indirectly, solicit or serve or
interfere with or endeavour to entice away from the Company or any Associated
Company any person, firm or company who within one year prior to or at the date
of such termination was a customer of or in the habit of dealing with the
Company or any Associated Company and with whom the Executive had contact or
about whom he became aware or informed in the course of his employment.


 


The
Executive will not for a period of six months after the termination of his
employment with the Company either directly or indirectly, solicit or interfere
with or endeavour to entice away from the Company or any Associated Company any
person who within six months prior to or at the date of such termination was an
employee, director or consultant of the Company or any Associated Company.


 


The
Executive is, within a period of 12 months after the end of this contract,
obliged not to work in any way for a business in direct or indirect competition
with the Company/ the Intentia group or an affiliate of such business or to
participate indirectly or directly in such business or to set up and /or conduct
such business on his own account or to the account of third parties within the
field of activity of the Company.


 


Furthermore,
the Executive will not hold shares of or otherwise participate in any such
Company, if not the participation excludes any possibility of influencing the
Board or the Chairpersons of the Company. The non competition clause regionally
applies to the area of Intentia operations.


 


The
Company shall, for the period of duration of the non competition clause, pay a
monthly compensation equal 1/12 of fifty per cent (50 %) of the overall annual
remuneration (to be calculated on the average of the last 36 months- if actual
employment is below 36 months, then on the average of the actual duration- of
employment) paid to the Executive prior to the end of this contract, payable to
the end of each month. The compensation shall be reduced by the income which
the Executive earns or negligently fails to earn from dependent, independent or
other work as well as by any unemployment benefits he may be entitled to, to
the extent the compensation payment and the other income as set forth above
exceeds a level of 110% of the Executive last monthly income under the regime
of this contract. The Parties agree that Section 74 c of the German
Federal Trade Act ( HGB) applies.


 


15

















 


Upon
the request of the Company, the Executive shall provide comprehensive
information on such income, including the address of the then current employer.
At the end of a calendar year, the Executive is obliged to present his income
tax card to the Company.


 


In
case of any violation of the non competition clause, the Executive shall pay a
contractual penalty at the height of 3 times the last monthly gross salary he
was entitled to before the employment contract terminated.


 


In
case of a perpetuated violation of the non competition clause the Executives’
actions within each month are deemed as independent and separate violation in
the aforementioned sense. The Company reserves all further rights resulting
from such violation of the non competition clause. The non competition
obligation shall not be valid if this Agreement ceases after the Executive has
reached the age of statutory state pension in Germany (currently 65). It shall
also not be valid, if the employment contract ends due to termination in the
first six months of the Agreement.


 


The
Company may at any time waive the pots contractual non competition clause. In
this case, the period in which the Company is obliged to pay monthly compensation
to the Executive will cease 12 months after the receipt of the waiver.


 


Sections
74 ff Federal Trade Act (HGB) apply equivalently.


 


7      Fixed Compensation


 


The
Executive shall receive an annual Fixed Compensation ((salary (including
holiday entitlement but except variable compensation pursuant to Clause 8)) of
EURO 200,000. The Fixed Compensation shall be paid on a monthly basis in
arrears with the first payment on a date mutually agreed upon by the parties.
The Fixed Compensation includes remuneration for overtime work, travelling time
and any Board assignments in the Company or any Associated Companies (see
clause 2 paragraph 6) as well as for items covered under clause 3 paragraph 4
of this Agreement.


 


The
Company will provide the Executive with an allowance to his private health
insurance within the statutory limits of German Social Security Law. The
Company’s monthly contribution is capped at the maximum of 50% of the highest
contribution level which would result in the National Health Insurance Scheme
for health insurance coverage.


 


This
Fixed Compensation shall be subject to annual review as per January, beginning
2006.


 


The
Executive permits the Company to set off any debts to the Company against his
Fixed Compensation or on Target Compensation as applicable provided such debt
has not been reasonably disputed.


 


8      Variable Compensation


 


The
Executive, while in the employment of the Company, is entitled to participate
in the Intentia Group discretionary compensation plan, which relates to corporate
performance, from time to time in force. The applicable compensation scheme for
the Executive is set out in Appendix 1. The Variable Compensation due to the
Executive shall be terminated and paid out when Company auditors and Board of
Directors affirm the final results for a given year. The Variable Compensation
amount shall be up to EURO 100,000 based on Executive’s achievement of the MBO’s
and objectives assigned to him by the Board of Directors and the CEO. The
Variable Compensation and its parameters will be set annually. The Executive
has no contractual or deferred entitlement to a specific on Target Compensation
scheme even if it has regularly or consistently been granted in the past.


 


16

















 


Upon
termination of employment the Executive will be eligible for on Target
Compensation on a pro rata basis of 1/12 for every month completed in a
business year prior to termination of employment.


 


9      Company
car


 


During
his employment the Executive is entitled to use of a company car and
a mobile telephone, in accordance with the Company’s and/or the Intentia Group’s
prevailing regulations.


 


For
the performance of the Executives’ duties for the Company and for his personal
use, the Company will make a company car available in the category BMW 530i or
comparable with a maximum monthly leasing rate of EUR 1.200/


 


The
Company may request the return of the company car after a Termination of this
Agreement has been effected by either party; the Executive is obliged to return
the car on request and may not exercise retention rights thereto. He will then be
compensated in return according to the applicable German Legislation on the
personal use of company cars.


 


10   Work-related
equipment


 


The
Executive is also entitled to a reasonable number of job-related
newspapers.


 


11   Sickness benefit


 


Subject
to the presentation, if requested, of medical certificates satisfactory to the
Company, during absence due to sickness or accident, the Company will continue
to pay salary for a maximum period of 6 weeks, yet not exceeding the end of the
Agreement in accordance with the Company’s sickness pay plan in force from time
to time. Should the incapacity exceed three months, the variable compensation
will be reduced for every following month of incapacity in the respective
business year by 1/12.


 


Such
compensation shall include any sums the Company is obliged to pay by applicable law to the Executive. The Company may
reduce remuneration during incapacity by an amount equal to the benefit (excluding
any lump sum benefit) which the Executive would be entitled to claim during
such incapacity under the law applicable from time to time (whether or not the
Executive claims such benefit). The Company may furthermore account for all
benefits the Executive derives from private health insurance for the duration
of his incapacity to work.


 


The
Executive hereby assigns to the Company all legal and financial entitlements he
may have versus a third party in relation to any incapacity caused by such
third party, yet limited by the maximum amount of Sickness benefit the Company
provides to him under this Agreement. The Executive is obliged to provide the
Company will all necessary information and proxy to exercise such entitlements
versus the third party.


 


12   Pension and
insurance benefits


 


The
Executive will participate in the Company’s pension plan, accident insurance
and life assurance schemes. The Executive is entitled to pension benefits
substantially in accordance with the plan applied by the Company from time to
time.


 


17

















 


13   Vacation


 


In
addition to bank and other public holidays the Executive will be entitled to 30
days annual vacation in accordance with the Company’s usual practice for
employees in force at the time in question, such annual vacation to be taken at
such time or times as may be approved by the CEO. Vacation not taken in the
calendar year of entitlement will be lost. Upon receipt of a termination by
either Party, the Company may suspend the Executive of his duties with
immediate effect and perpetuated payment and may grant the remaining holiday
entitlement prior to the date of termination. .


 


14   Validity


 


This
agreement enters into force when signed by both parties and shall remain in
effect until terminated in accordance with Section 16 below.


 


15   Stock options


 


The
Board of lntentia will use all reasonable efforts to get shareholders to
approve an option plan under which an option grant will be awarded to the
Executive. Subject to the approval of the Board or its compensation
committee and shareholders, the Executive will be given a stock option grant to
purchase a total of up to 300,000 shares of the common B-shares of Intentia
within such stock option program. It is anticipated that such stock options
will be a combination of time-based and/or performance options.


 


16   Notice of employment
termination


 


This
agreement may be terminated upon three (3) months notice of termination by
either party. Neither party shall be required to indicate a reason for such
termination.


 


Should
the Company terminate the Agreement , the Executive will, during the period of
notice of termination, be offered a severance payment corresponding to six (6) months
salary (Fixed Compensation) to which he is entitled at the time in question in
return for a written consent to not engage in litigation versus the Company
with regard to any item withheld in or resulting in connection with this
Agreement; Should the Employee engage in procedures in- or outside of Court, this offer falls
void.


 


Any
resulting severance payment falls due for payment to the Executive with the
date of termination.


 


An
offer will not be made to the Executive if the Agreement is terminated by the
Executive or by the Company based on cause.


 


Should
either the Executive terminate the Agreement or the Company terminate the
Agreement based on cause, the Executive shall receive his salary (Fixed
Compensation) during the period of notice of termination (three months) and
shall be obliged to perform such duties as he is directed to perform by the
Company.


 


During
the period of notice of termination, the Executive remains to be employed by the Company even if
he is neither present nor obliged to perform any duties. Consequently, he shall


 


18

















 


be
entitled to all employment benefits during such period that the Company is
required to provide by law and under this agreement.


 


On
the day on which the Executive leaves the Company following the termination of
the employment, the Executive shall return all material, which he or another in
his stead has in his procession and which is the property of the Company. There
is no right of retention to the aforementioned items.


 


The
Company is entitled to dismiss the Executive with immediate effect in the event
of any serious or persistent breach of any of his obligations (whether under
this Agreement or otherwise), or if the Executive has seriously disregarded
his/her responsibilities or if the Executive is or has become prohibited by law
from being a director, in which case all salary, employment benefits including
bonus (i.e. Fixed and Variable Compensation) will cease immediately. Nor will,
in such case, the Executive be entitled to any severance remuneration.


 


Each
party shall be entitled to terminate this agreement with immediate effect,
should the other party commit a crime, be disloyal, breach the confidentiality
clause, or in any other way materially breach this Agreement. In the event of
such termination, the Agreement shall immediately cease to apply in all its
parts, save with the exception of sections 4 and 6, which shall continue to be
in force thereafter, should the Company not choose to waive the post
contractual non – competition restriction with immediate effect due to severe
misconduct of the Executive.


 


During
the period of notice of termination, the Executive shall not be obliged to
perform duties other than those normally performed by him. Should he be
directed to undertake other duties, the Company shall be deemed to have removed
him from his engagement with the business of the Company.


 


Any
vacation entitlements shall be utilised during the period of notice at the
request of the Company.


 


If
notice is given during the fiscal year bonus, if any, is paid in proportion to
the number of months of the fiscal year, which elapse until notice is given.


 


17   Data protection clause


 


As
the Company is part of a larger group of companies operating internationally it
may, for administrative reasons, from time to time make the personnel records
of the Executive available to other companies in the Intentia Group which may
be located in other locations around the world. Similarly the Company may from
time to time need to make such records available to its advisors, such as its
lawyers and accountants, and regulatory authorities. By signing this contract
the Executive consents to the Company processing this data for personnel
administration reasons, for senior management use, and transmitting this data
to other companies within Intentia Group.


 


18   Governing law and
Dispute resolution


 


This Agreement shall be governed by and construed in accordance with
the laws of Sweden, except where explicitly indicated otherwise. The parties
hereby irrevocably agree that any


 


19

















 


dispute arising out of
this Agreement shall be finally settled by binding arbitration in accordance
with the Rules of the Arbitration Institute of the Stockholm Chamber of
Commerce.


 


The costs for the
arbitration shall be finally born by the Company unless the arbitration
tribunal determines that the Executive was commencing a proceeding without any
merits against better knowledge.


 


19   Final Provisions


 


This Agreement and
Addendums are construed in both German and English language. The English
wording prevails as far as the legal evaluation / interpretation of this
agreement is in question.


 


There are no oral side-
agreements to this agreement. This Agreement may not be amended, changed
modified or abolished, except by a written instrument signed with the same
formality as this Agreement by the Executive and the Company.


 


The ineffectiveness of
any of the provisions withheld in this Agreement will not invalidate the
remaining provisions of this Agreement. In such case a provision which will
come as close as possible to the intended economic effect of the invalid
provision, will be agreed between the Parties.


 


By their signature the
Parties confirm that they have each received an issue of the Agreement which
bears all of the Parties original signature.


 


 


Date: 14th February 2005


 


	
  Danderyd

  	
  Seeheim
  - Jugenheim

  
	
   

  	
  Place

  



 


 


Intentia International AB
(publ)


 


 


	
  /s/ Bertrand Sciard

  	
   

  	
  /s/
  Guenther Tolkmit

  
	
  Bertrand Sciard

  	
   

  	
  Guenther
  Tolkmit

  



 


20














Exhibit 10.32


 


[Lawson Software Logo]


 


January 10, 2008


 


Guenther Tolkmit


Ober-Beerbacherstr. 25a


64342 Seeheim-Jugenheim


Germany


 


AMENDMENT NUMBER 2 TO YOUR
EMPLOYMENT AGREEMENT DATED 14 FEBRUARY 2005


 


Dear Guenther;


 


This letter (“Amendment No. 2”)
amends certain sections of your Employment Agreement Executives (“Agreement”)
dated February 14, 2005 with Intentia International AB, now to be
recognized as Lawson Software Deutschland GmbH (the “Company”), and Amendment No. 1
to that Agreement dated April 25, 2006 (“Amendment No. 1).  The reference to “Lawson Germany GmbH” in
Amendment No. 1 should have been to “Lawson Software Deutschland GmbH,”
and is hereby amended to correct that error. 
Exhibit C to Amendment No. 1 is deleted and replaced with
Appendix A to this Amendment No. 2. 
Those provisions not amended in this Amendment No. 2 remain the
same as in effect immediately prior to the effective date of this Amendment No. 2.


 


The following outlines
the Clauses with changes effective January 1, 2008, and the references
below to the “Agreement” shall give effect to this Amendment No. 2:


 


Clause 16 –Notice of Employment
Termination (in both the Agreement and Amendment No. 1)– are deleted in their
entirety and are replaced with the following:


 


This Agreement may be
terminated upon three (3) months notice of termination by either party (“Three
Month Notice Period”).  Neither party
shall be required to indicate a reason for such termination.  During the Three Month Notice Period, the
Executive will continue to work for the Company unless the Company requests
that the Executive discontinue reporting to work.  The Company will continue to pay the
Executive’s Base Pay (as defined below) under the Agreement through the end of
the Three Month Notice Period whether or not the Company requires that the
Executive continue to perform work during that time.


 


(1) Clause 16(1) Severance
Payment:  Termination by the Company
Before a Change in Control or More Than 24 Months After a Change in Control:


If at any time before a “Change
in Control” (as defined below) or more than 24 months after a Change in
Control, the Company terminates this Agreement for any reason other than “Cause”
(as defined below), the Executive will be offered the following payment:  twelve (12) months Base Pay less any
severance or other payments that Company is obligated to pay to Executive under
(i) any other portion of the Agreement, (ii) Clause 4 of Exhibit B
to the Agreement (Exhibit B was added by Amendment No. 1) and/or (iii) any
statute, regulation or applicable law (the “Clause 16(1) Severance Payment”).


 


(2) Clause 16(2) Severance
Payment:  Termination by the Company Upon
a Change in Control or Within 24 Months After a Change in Control:


If at the time of a
Change in Control or within 24 months after a Change in Control, the Company
(or its successor) terminates this Agreement for any reason other than Cause,
the 


 


21

















 


Executive will be offered
the following payment:  (a) 24
months Base Pay plus (b) two times the “Yearly Earned Incentive Cash
Compensation” (as defined below) less (c) any severance or other payments
that Company is obligated to pay to Executive under (i) any other portion
of the Agreement, (ii) Clause 4 of Exhibit B to the Agreement (Exhibit B
was added by Amendment No. 1) and/or (iii) any statute, regulation or
applicable law (the “Clause 16(2) Severance Payment”).


 


(3) Clause 16(3) Severance
Payment:  Termination by the Executive
for Good Reason Upon a Change in Control or Within 24 Months After a Change in
Control:


If at the time of a
Change in Control or within 24 months after a Change in Control, the Executive
terminates this Agreement for “Good Reason” (as defined below), the Executive
will be offered the following payment:  (a) 24
months Base Pay plus (b) two times the “Yearly Earned Incentive Cash
Compensation” (as defined below) less (c) any severance or other payments
that Company is obligated to pay to Executive under (i) any other portion
of the Agreement, (ii) Clause 4 of Exhibit B to the Agreement (Exhibit B
was added by Amendment No. 1) and/or (iii) any statute, regulation or
applicable law (the “Clause 16(3) Severance Payment”).


 


(4) Other
Voluntary Termination by the Executive:


No Clause 16(1) Severance
Payment, Clause 16(2) Severance Payment or Clause 16(3) Severance
Payment will be due to the Executive if the Executive terminates the employment
and Agreement:  (a) before a Change
in Control, (b) within 24 months after a Change in Control, other than for
Good Reason or (c) more than 24 months after a Change in Control.


 


(5) Termination
for Cause:


No Clause 16(1) Severance
Payment, Clause 16(2) Severance Payment or Clause 16(3) Severance
Payment will be due to the Executive if the Executive is terminated based
on:  (a) Cause as defined below or (b) cause
pursuant to § 626 of the German Civil Code (“Bürgerliches Gesetzbuch”).


 


(6)  No Double
Payments:


If Executive receives the
Clause 16(1) Severance Payment, the Executive will not be entitled to
receive the Clause 16(2) Severance Payment and/or the Clause 16(3) Severance
Payment.  If Executive receives the
Clause 16(2) Severance Payment, the Executive will not be entitled to
receive the Clause 16(1) Severance Payment and/or the Clause 16(3) Severance
Payment.  If Executive receives the
Clause 16(3) Severance Payment, the Executive will not be entitled to
receive the Clause 16(1) Severance Payment and/or the Clause 16(2) Severance
Payment.


 


(7)  Payment of
Taxes Associated with Any Severance Payment:


Executive will be
responsible for the payment of taxes associated with the disbursement of the Clause
16(1) Severance Payment, the Clause 16(2) Severance Payment and/or
the Clause 16(3) Severance Payment.


 


(8)  Requirement
of Written Release; Payment:


The Company’s obligation
to pay the Clause 16(1) Severance Payment, the Clause 16(2) Severance
Payment and/or the Clause 16(3) Severance Payment is conditioned upon the
Executive signing and providing to the Company a written release described in Appendix
A confirming that the Executive will not engage in litigation against the
Company or its affiliates with regard to any item withheld in or resulting in
connection with this Agreement.  The Clause
16(1) Severance Payment, the Clause 16(2) Severance Payment or the Clause
16(3) Severance Payment, if and when payable under Clause 16, become due
within 10 calendar days after Executive has signed and provided to the Company the
release described in Appendix A.  Should
the Executive engage in litigation or litigation-type procedures in or outside
of the Court, all of the sections regarding the Clause 16(1) Severance
Payment, the Clause 16(2) Severance Payment and/or the Clause 16(3) Severance
Payment are deemed to be null and void.


 


22

















 


(9)  Tier 1 Plan
Does Not Apply to Executive:


Executive is not eligible
to participate in the Lawson EXECUTIVE CHANGE IN CONTROL SEVERANCE PAY PLAN  for Tier 1 Executives.


 


(10)  Definitions:


The following capitalized
terms used in Clause 16 have the respective meanings defined below:


 


(a)  “Annual Incentive Target” means the annual
incentive target cash compensation for Executive, before deductions for taxes
and other items withheld, under any Incentive Plans (as defined below).


 


(b)  “Base Pay” means the regular basic cash
remuneration before deductions for taxes and other items withheld, payable to Executive
for services rendered to the Company, 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 Executive
to a qualified retirement plan, nonqualified deferred compensation plan or
similar plan sponsored by the Company but it shall not include earnings on
those amounts.


 


(c)  “Cause” means
the termination of the Executive’s employment initiated by the Company because
of:  (1) if the Executive has
entered into any written and executed contract(s) with the Company, any
material breach by the Executive 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 Executive; (2) any material
violation by the Executive 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 Executive;
or (3) commission of any material act of fraud, embezzlement or dishonesty
by the Executive (as reasonably determined by the Company).


 


(d) “Change in Control” means 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 Parent, (2) the closing of a merger,
consolidation or other business combination between Parent 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 Parent, other than affiliates (within the meaning of the U.S. Securities
Exchange Act (“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 Parent to another
corporation which is not a direct or indirect wholly owned subsidiary of the
Parent, (4) a person, within the meaning of Section 3(a)(9) or
of Section 13(d)(3) (as in effect on the date of this Agreement) of
the Exchange Act, shall acquire 50% or more of the outstanding voting securities
of the Parent (whether directly, indirectly, beneficially or of record) (for
purposes hereof, ownership of voting securities shall take into account and
shall include ownership as determined by applying the provisions of Rule 13d-3(d)(1)(i) as
in effect on the date of this Agreement) pursuant to the Exchange Act, (5) individuals
who constitute the Parent’s Board of Directors on the date of this Agreement
(the “Incumbent Board”) cease for any reason to constitute at least a majority
thereof, provided that any person becoming a director subsequent to the date of
this Agreement whose election, or nomination for election by the Parent’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 Parent of a complete liquidation or dissolution of
the Parent.


 


(e)  “ELRP” means the Parent’s Executive
Leadership Results Plan to the extent in effect immediately before a Change in
Control.


 


23

















 


(f)  “Fiscal Years” means each of the periods
from June 1 through May 31 (inclusive) for the applicable years.


 


(g)  “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; (2) a
reduction in the Executive’s Base Pay as in effect immediately prior to a
Change in Control; (3) a material modification of the Company’s incentive
compensation program (that is adverse to the Executive) as in effect
immediately prior to a Change in Control; (4) a requirement by the Company
that the Executive be based anywhere other than within thirty miles of the
Executive’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 Executive’s business travel before the Change in
Control); or (5) except as otherwise required by applicable law, the
failure by the Company to provide employee benefit programs and plans that
provide substantially similar benefits, in terms of aggregate monetary value,
at substantially similar costs to the Executive as the benefits provided in
effect immediately prior to a Change in Control.  Termination or reassignment of the Executive’s
employment for Cause, or by reason of disability or death, are excluded from
the definition of “Good Reason.”


 


(h)  “Incentive Plan” means the ELRP or any other
incentive cash compensation plan covering the Executive.


 


(i)  “Parent”
means Lawson Software, Inc., a Delaware corporation.


 


(j)  “Yearly Average Earned Incentive Cash Compensation”
means either of the following depending on the date when a Change in Control
occurs:


 


(1) If a Change in Control
occurs between January 1, 2008 and May 31, 2008 (inclusive):  the “Yearly Average Earned Incentive Cash
Compensation” means the Executive’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.


 


(2)  If a Change in
Control occurs any time between June 1, 2008 and May 31, 2009
(inclusive):  the “Yearly Average Earned
Incentive Cash Compensation” means the yearly average of the Executive’s total
incentive cash compensation earned during the two most recently completed “Fiscal
Years” (as defined above) immediately prior to the Change in Control or, if
greater, the termination of employment.


 


(3)  If a Change in Control occurs any time on or after June 1,
2009:  the “Yearly Average Earned
Incentive Cash Compensation” means the yearly average of the Executive’s total
incentive cash compensation earned during the three most recently completed
Fiscal Years immediately prior to the Change in Control or, if greater, the
termination of employment.


 


 


	
  For Lawson

  	
   

  	
  For Executive

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Kristin
  Trecker

  	
   

  	
  Guenther
  Tolkmit

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Senior Vice
  President, Human Resources

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
  Date:

  	
   

  
					



 


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APPENDIX A


 


LAWSON
SOFTWARE DEUTSCHLAND GMBH


RELEASE
AND TERMINATION AGREEMENT


(GERMANY)


 


This General Release and Termination Agreement is made
and entered into as of the                   day
of                             ,
20        , by  Guenther Tolkmit (“Executive”) and Lawson
Software Deutschland GmbH (the “Company”).


 


WHEREAS, the “Company” and Executive are parties to an
Employment Agreement dated February 14, 2005, as amended on April 25,
2006 and January 1, 2008 (the “Employment Agreement”);


 


WHEREAS, Executive intends to settle any and all
claims that Executive has or may have against Company and each Associated
Company (as defined in the Employment Agreement) as a result of Executive’s
employment with Company and the cessation of Executive’s employment with
Company; and


 


WHEREAS, under the terms of the Employment Agreement, Executive
agreed to enter into this Release and Termination Agreement as a condition
precedent to the severance arrangements described in Clause 16 of the
Employment Agreement.


 


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


 


1.             Termination. The parties agree that
the employment ends on                             
due to                           .
The Executive will not file a claim for unfair dismissal or otherwise challenge
the termination in court.


 


2.             Release.  For the consideration expressed in the
Employment Agreement, Executive 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 Executive has or may have against the Company,
each Associated Company, and each their respective officers, directors,
employee, insurers, agents and other representatives.


 


This Section 2 does not apply to any
post-termination claim that Executive may have for benefits or other payments
required under the provisions of the Employment Agreement, or the Restrictive
Covenants (Exhibit B) Agreement with Company.


 


 


	
   

  	
   

  
	
   

  	
  Guenther Tolkmit

  



 


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