Exhibit 10.35


 


LAWSON SOFTWARE, INC.


 


Amendment No. 2 to


 


EXECUTIVE CHANGE IN CONTROL


SEVERANCE PAY PLAN


for Tier 1 Executives


 


Amendment No. 2 Adopted November
8, 2007


 


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


 


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


 


1.2.3. Cause — the termination of the Participant’s
employment initiated by the Employer because of:  (1) if the Participant has entered into any
written and executed contract(s) with the Employer, any material breach by the
Participant of such contract (as reasonably determined by the Employer) and
which is not or cannot reasonably be cured within 10 days after written notice
from the Employer to the Participant; (2) any material violation by the
Participant of the Employer’s policies, rules or regulations (as reasonably
determined by the Employer) and which is not or cannot be reasonably cured
within 10 days after written notice from the Employer to the Participant; or
(3) commission of any material act of fraud, embezzlement or dishonesty by the
Participant (as reasonably determined by the Employer).


 


1.2.13  Good Reason — the occurrence of any of the following
events:  (1) a job reassignment that is
not at least of comparable responsibility or status as the assignment in effect
immediately prior to the Change in Control; (2) a reduction in the
Participant’s Base Pay as in effect immediately prior to a Change in Control;
(3) a material modification of the Employer’s incentive compensation program
(that is adverse to the Participant) as in effect immediately prior to a Change
in Control; (4) a requirement by the Employer that the Participant be based
anywhere other than within thirty miles of the Participant’s work location
immediately prior to a Change in Control (with exceptions for temporary
business travel that is consistent in both frequency and duration with the
Participant’s business travel before the Change in Control); or (5) except as
otherwise required by applicable law, the failure by the Employer to provide
employee benefit programs and plans (including any stock ownership and stock
purchase plans) that provide substantially similar benefits, in terms of
aggregate monetary value, at substantially similar costs to the Participant as
the benefits provided in effect immediately prior to a Change in Control. Termination
or reassignment of the Participant’s employment for Cause, or by reason of
Disability or death, are excluded from this definition.


 

















 


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


 


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