Exhibit
10.32


 


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 


 


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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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