Exhibit 10.31


 


STOCK OPTION AWARD DOCUMENT


 


LAWSON SOFTWARE, INC.


2001
STOCK INCENTIVE PLAN


 


1.             Option
Grant and Option Exercise Price. Pursuant to the Lawson Software, Inc. 2001
Stock Incentive Plan (the “Plan”), Lawson Software, Inc., a Delaware corporation
(the “Company”) grants 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”), an option
to purchase shares of common stock (“Common Stock”) of the Company as follows:


 


The Company grants to Participant an option (the “Option”
or “Stock Option”) to purchase the number of full shares of Common Stock shown
on the Award Confirmation (the “Shares”) at an exercise and purchase price in
United States dollars (the “Grant Price”) per Option Share equal to the Grant
Price listed on the Award Confirmation (which is the closing price for the
Common Stock on Nasdaq (symbol:  LWSN) on
the Grant Date or the closing price on the trading day immediately preceding
the Grant Date if the Grant Date does not occur on a trading day), subject to
the terms and conditions set forth in the Plan, this Stock Option Award
Document (the “Award Document”) and the Award Confirmation. The Grant Date of
this Stock Option is stated on the Award Confirmation. The Option will be in
effect commencing on the Grant Date and terminating on the Grant Expiration
Date listed on the Award Confirmation or such earlier date and time described
in this Award Document (the “Option Period”). This Option is an “Incentive
Stock Option (ISO)” or a “Nonqualified Stock Option (NQ),” as identified on the
Award Confirmation under “Type of Stock Option.”


 


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


 


2.             Option
Subject to Plan; Definitions. This Stock Option and its exercise 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. This Stock Option is 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 “Cause”
means Termination of Participant’s Service initiated by the Company or its
Subsidiaries because of:  (1) if
Participant has entered into any written and executed contract(s) with the Company
or its Subsidiaries, any material breach by Participant of such contract that
has a material adverse effect on the Company or any Subsidiary (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 Participant; (2) any
material violation by Participant of the Company’s or a Subsidiary’s policies,
rules or regulations that has a material adverse effect on the Company or any
Subsidiary (as reasonably determined by the Company) and which is not or cannot
be cured within 10 days after written notice from the Company to Participant;
(3) commission of any act of fraud, embezzlement or dishonesty by Participant
that is injurious to the Company or any Subsidiary (as reasonably determined by
the Company); (4) any other intentional 


 


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misconduct by
Participant adversely affecting the business or affairs of the Company or any
Subsidiary in any material manner (as reasonably determined by the Company); or
(5) intentional or willful failure of Participant to perform Participant’s
responsibilities under any then current employment agreement between
Participant and Company, other than as a result of permitted leave of absence,
vacation, injury or illness.


 


2.2           The
term “Change of Control Transaction” means (1) the closing of a tender offer or
exchange offer for the ownership of 50% or more of the outstanding voting
securities of the Company, (2) the Company shall have entered into a definitive
agreement with respect to a tender offer, exchange offer or merger,
consolidation or other business combination with another corporation and as a
result of such tender offer, exchange offer, merger, consolidation or
combination 50% or fewer of the outstanding voting securities of the surviving
or resulting corporation are owned in the aggregate by the former stockholders
of the Company, other than affiliates (within the meaning of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”)) of any party to such
merger or consolidation, as the same shall have existed immediately prior to
such merger or consolidation, (3) the Company shall have entered into a
definitive agreement to sell substantially all of its assets to another
corporation which is not a direct or indirect wholly owned Subsidiary of the
Company, (4) a person, within the meaning of Section 3(a)(9) or of Section
13(d)(3) (as in effect on the date of this Award Document) of the Exchange Act,
shall acquire 50% or more of the outstanding voting securities of the Company
(whether directly, indirectly, beneficially or of record) (for purposes hereof,
ownership of voting securities shall take into account and shall include
ownership as determined by applying the provisions of Rule 13d-3(d)(1)(i) as in
effect on the date of this Award Document) pursuant to the Exchange Act, (5)
approval by the stockholders of the Company of a complete liquidation or
dissolution of the Company, or (6) individuals who constitute the Company’s
Board of Directors on the date of this Award Document (the “Incumbent Board”)
cease for any reason to constitute at least a majority thereof, provided that
any person becoming a director subsequent to the date of this Award Document
whose election, or nomination for election by the Company’s stockholders, was
approved by a vote of at least 50% of the directors comprising the Incumbent
Board shall be, for purposes of this clause (6), considered as though such
person were a member of the Incumbent Board.


 


2.3           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) for a period of at least 180
consecutive days. The determination of a Disability shall be based on competent
medical opinion.


 


2.4           The
term “Fair Market Value” has the meaning described in Section 2(m) of the Plan.


 


2.5           The
term “Good Reason” means:  (1) the
Company requires Participant to relocate Participant’s primary residence more
than 50 miles from Participant’s primary residence agreed to between the Company
and Participant as of the date of grant of this Stock Option; or (2) the
Company reduces Participant’s then current annual base salary by more than ten
percent (10%). Changes in organizational structure or reporting relationships,
or changes in Participant’s title, duties, responsibilities or incentive


 


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compensation, are not considered “Good Reason” under
this Award Document. Any determination of “Good Reason” made by the Participant
under this Award Document shall be in good faith.


 


2.6           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. The definition
of a “Retirement” in the 2001 Stock Incentive Plan shall not apply to this
Option.


 


2.7           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.


 


2.8           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.


 


3.             Vesting
and Acceleration of Vesting. Except as specifically provided in this Award
Document and the Plan, this Stock Option will vest and first become exercisable
on the respective vesting dates specified in the Award Confirmation, 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 Grant Date to the applicable vesting
date. Vested Option Shares may be exercised and purchased during the Option
Period, until termination under Section 4 below. No vesting of the Option shall
occur after Termination of Participant’s Service, except only to the extent
described in Sections 3.1, 3.2 or 3.3 below.


 


3.1           Automatic
100% 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, all conditions of vesting will be assumed to have
been met immediately before such death, Disability or Retirement, and
Participant or Participant’s estate will have the right to exercise one hundred
percent (100%) of the number of Shares remaining under the Option, whether or
not vested, during the applicable time period in Section 4 below. If
Termination of Participant’s Service is due to death, Disability or Retirement,
the acceleration of vesting under this Section 3.1 will be deemed to have
occurred prior to such Termination of Participant’s Service. Section 6(f) of
the Plan does not apply to the Stock Option.


 


3.2           Automatic
100% Acceleration of Vesting if Options are Terminated In Connection with a
Change in Control Transaction. If the Option is to be terminated upon the
completion of a Change in Control Transaction, then (i) all conditions of
vesting will be assumed to have been met for one hundred (100%) of the then
current total unvested Option Shares and (ii) Participant will have the right
to exercise all vested Option Shares during the applicable time period in
Section 4 below. 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 


 


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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 one hundred (100%) of the then
current total unvested Option Shares and (ii) Participant will have the right
to exercise all vested Option Shares during the applicable time period in
Section 4 below. The acceleration of vesting under this Section 3.3 will be
deemed to have occurred immediately before Termination of Participant’s
Service.


 


3.3           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 Option during a Company approved leave of absence.


 


4.             Termination
and Forfeiture. The Stock Option, whether or not vested, automatically
expires at 5:00 p.m. United States Central Time on the Grant Expiration Date,
unless terminated on an earlier date as described in this Award Document or the
Plan. No vesting of the Stock Option shall occur after the date of Termination
of Participant’s Service and all such unvested Option Shares will be forfeited
as of 5:01 p.m. United States Central on the date of Termination of Participant’s
Service. The unexercised portion of the Stock Option that is vested will
automatically terminate and be forfeited at the first of the following to
occur:


 


(1)                                  5:00
p.m. United States Central Time on the date of Termination of Participant’s
Service initiated by the Company or any Subsidiary for Cause;


 


(2)                                  5:00
p.m. United States Central Time on the date that is (a) six months after
Termination of Participant’s Service by Participant for Good Reason or for any
other reason or no reason, or by the Company other than for Cause, if the
Option is a Nonqualified Stock Option (NQ) or (b) 90 days after Termination of
Participant’s Service by Participant for Good Reason or for any other reason or
no reason, or by the Company other than for Cause, if the Option is an
Incentive Stock Option (ISO);


 


(3)                                  5:00
p.m. United States Central Time on the date that is (a) six months after the
date of Termination of Participant’s Service due to death, Disability or
Retirement, if the Option is a Nonqualified Stock Option (NQ) or (b) 90 days
after Termination of Participant’s Service due to death, Disability or
Retirement, if the Option is an Incentive Stock Option (ISO); or


 


(4)           5:00
p.m. United States Central Time on the Grant Expiration Date.


 


5.             No
Fractional Shares. This Stock Option may be exercised only in whole Shares
and not fractional Shares. Any fraction of a Share that would otherwise vest on
any vesting date will be rounded down to the nearest whole Share.


 


6.             Manner
of Exercise. Before the end of the Option Period, this Stock Option may be
exercised only by Participant (or by Participant’s guardian or legal
representative, or by Participant’s estate (if Participant is deceased)) up to
the extent then vested and exercisable by delivering to the Company’s stock
option administrator an irrevocable notice of exercise in the form required by
the Company. The notice of exercise shall state the number of Shares for which
the Option is being exercised and shall be accompanied by payment in full of
the Grant Price for those Shares (under Section 7 below) and applicable tax
withholdings (under Section 10 below).


 


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7.             Payment
of Grant Price. Participant may pay the Grant Price by wire transfer or
check (bank check, certified check or personal check) or by delivering to the
Company for cancellation, in accordance with the rules of the Committee, shares
of Common Stock which have a Fair Market Value in United States dollars equal
to the Grant Price and which either (i) were purchased on a national stock
exchange or on the NASDAQ NMS system or (ii) have been issued and outstanding
more than six months. The Grant Price is payable in United States dollars. Subject
to the Company’s approval, Participant may also pay the Grant Price by having
it delivered to the Company in cash from a broker, dealer or other “creditor”
as defined in Regulation T issued by the Board of Governors of the Federal
Reserve System following delivery by the Participant to the Company of
instructions in a form acceptable to the Company regarding delivery to such
broker, dealer or other creditor of that number of shares of Common Stock with
respect to which the Stock Option is exercised.


 


8.             Delivery
of Shares. The Company will deliver to Participant the Shares (either in
certificate or electronic form as requested by Participant) promptly after
proper exercise of the Option and receipt of the Grant Price and applicable tax
withholdings. Notwithstanding any provision in this Award Document to the
contrary, the obligation of the Company to deliver Shares is subject to the
condition that if at any time the Committee shall determine in its discretion
that the listing, registration, or qualification of the Stock Option or the Shares
upon any securities exchange or under any applicable law, or the consent or
approval of any governmental regulatory body, is necessary as a condition of,
or in connection with, the Stock Option or the issuance or purchase of Shares
thereunder, then the Stock Option may not be exercised in whole or in part
unless such listing, registration, qualification, consent or approval shall
have been effected or obtained free of any conditions not reasonably acceptable
to the Committee.


 


9.             Tax
Requirements for Incentive Stock Options; Disqualifying Disposition. This
Section 9 will apply only if this Stock Option is identified as an Incentive
Stock Option or ISO on the Award Confirmation. If this Section 9 applies, then
subject to the provisions of the Plan, this Stock Option is an Incentive Stock
Option. To the extent the number of Shares exceeds the limit set forth in
Section 4 of the Plan, such Shares shall be deemed granted pursuant to a
Nonqualified Stock Option. In such event, then unless otherwise indicated by
Participant in the notice of exercise pursuant to Section 6 above, upon any
exercise of this Stock Option, the number of exercised Shares that shall be
deemed to be exercised pursuant to an Incentive Stock Option shall equal the
total number of Shares so exercised multiplied by a fraction, (a) the numerator
of which is the number of unexercised Option Shares that could then be
exercised pursuant to an Incentive Stock Option and (b) the denominator of
which is the then total number of unexercised Option Shares that could then be
exercised. If Common Stock acquired upon exercise of this Stock Option is
disposed of by Participant in a “Disqualifying Disposition,” such Participant
shall notify the Company in writing within 30 days after such disposition of the
date and terms of such disposition. For purposes hereof, “Disqualifying
Disposition” means a disposition of Common Stock that is acquired upon the
exercise of an Incentive Stock Option prior to the expiration of either two
years from the Grant Date of such Incentive Stock Option or one year from the
transfer of Shares to Participant pursuant to the exercise of such Incentive
Stock Option. If a Disqualifying Disposition occurs, the tax requirements
described in Section 10 will apply.


 


10.           Tax
Requirements and Withholdings for Nonqualified Stock Options. This Section
10 will apply only if this Stock Option is identified as a Nonqualified Stock
Option or NQ on the Award Confirmation or is considered a Nonqualified Stock
Option under Section 9 above. To provide



 


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the Company with the opportunity to claim the
benefit of any tax deduction which may be available to it in connection with
the Option, 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 shares otherwise to be delivered upon exercise of the Option
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. 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 10, including, without limitation, income tax and social insurance
contributions consequences, shall be the sole responsibility of Participant.


 


11.           Private
Placement. The grant of the Stock
Option 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
Option, 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 Option and the Plan. In addition, Participant
is encouraged to consult a personal advisor for professional investment advice
(at Participant’s own expense).


 


12.           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 Stock Option, 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 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.


 


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13.           Adjustments.
In the event of any stock split, stock dividend, recapitalization or
combination of shares by the Company after the Grant Date, the number of Shares
subject to the Option and the Grant Price per Share shall be equitably adjusted
in the same manner as the outstanding shares of Common Stock. The Committee
will administer the process for completing that equitable adjustment. The
number of Option Shares designated in the Award Confirmation has been adjusted
for all stock splits that were effective before the Grant Date.


 


14.           Non-Transferability
of Option. This Stock Option is not assignable or transferable by
Participant except by will or by the laws of descent and distribution.


 


15.           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 Option 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 15. 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
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 


 


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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.


 


16.           No
Right of Future Stock Option Grants. Nothing contained in this Award
Document, the Award Confirmation or the Plan shall confer on Participant any
right to receive any additional stock options 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
stock options at any time.


 


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


 


18.           Termination
Indemnities. Participation in the Plan by the Participant is voluntary. The
value of the Option under the Plan is an extraordinary item of compensation
outside the scope of Participant’s employment contract, if any. As such, the
Option is not part of normal or expected compensation for purposes of
calculating any severance, resignation, redundancy, end of service payments,
bonuses, long-service awards, pension, or retirement benefits or similar
payments. Rather, the Option represents a mere investment opportunity to
acquire shares of the Company’s common stock.


 


19.           Compliance
with Age Discrimination Rule – Applicable Only to Participants Who Are Subject
to the Laws in the European Union. The
grant of the Option and the terms and conditions governing the Option 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 Option 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.


 


20.           Official
Language. Unless prohibited by applicable law:  (a) the official language of the Option 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.


 


21.           Binding
Terms. By accepting any of the benefits of the Stock Option, the
Participant will 


 


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be deemed to have agreed to comply with all of the terms and conditions
of the Plan (as applicable to the Stock Option), this Award Document and the
Award Confirmation. If there is any discrepancy between the number of Option
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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