Exhibit 10.33


 


STOCK OPTION AWARD DOCUMENT


For
Non-Employee Directors


 


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 “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. The Stock Option is
subject to any rules promulgated pursuant to the Plan by the Board of Directors
of the Company or the Committee.


 


2.             Option
Period; Immediate 100% Vesting. The Stock Option expires on the earlier
of:  (a) two (2) years after Participant is
no longer a member of the Board of Directors of the Company or its successor or
(b) seven years after the Grant Date (the “Option Period”). The Stock Option is
100% vested and immediately exercisable in full or in part at any time, and
from time to time, throughout the Option Period. The Company is not responsible
to notify the Participant about Option expiration dates.


 


3.             Manner
of Exercise. Before the end of the Option Period, the 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)) 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 4 below).


 


4.             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 


 


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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.


 


5.             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. 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.


 


6.             Tax
Considerations. Based on the tax jurisdiction that is applicable to
Participant, Participant is responsible for payment of any personal income
taxes (or other personal taxes) that arise based on the Option and Shares
issued upon exercise of the Option. If the Participant is subject to taxation
under the United States Internal Revenue Code, the Option will be considered a
non-qualified stock option and not an “incentive stock option” under the United
States Internal Revenue Code Section 422. In order to provide the Company and
its Subsidiaries with the opportunity to claim the benefit of any income tax
deduction in any jurisdiction which may be available to it upon the exercise of
the Option, and in order to comply with all applicable income tax 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, if necessary, all applicable payroll, withholding, income, NIC or other
taxes (of any applicable country, state or other jurisdiction) are withheld or
collected from Participant, to the extent applicable. Participant may elect to
satisfy Participant’s minimum income tax withholding obligations under such
laws or regulations upon exercise of the Option by (i) paying that amount by
check (bank check, certified check or personal check), (ii) having the Company
or its Subsidiaries withhold a portion of the shares of Stock otherwise to be
delivered upon exercise of such Option having a Fair Market Value in United
States dollars (on the date of exercise of Option) equal to the minimum amount
of such taxes required to be withheld on such exercise, 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 Stock which have a fair
market value equal to such tax withholdings 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 (6) months. The Company may, at its
discretion, require Participant to pay the withholding taxes under clause (i)
above in lieu of the alternatives in clauses (ii) or (iii) above.


 


7.             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 Stock, in accordance with the
rules of the Committee.


 


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8.             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.


 


9.             Non-Transferability
of Option. The Option is non-transferable except to the extent described in
this Section 9 or permitted by the Committee. The Option shall be transferable
to and exercisable by a successor if a legal representative is appointed for
the Participant or by the Participant’s estate upon death or determination of Participant’s
incompetence.


 


10.           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).


 


11.           Impact
on Director Status. This Notice and the Plan are not an employment or
directorship contract. Nothing contained in the Option or this Notice shall
confer on the Participant any right to be employed by or serve as a director of
the Company or any Subsidiary or other affiliate of the Company.


 


12.           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 12. 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 


 


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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.


 


13.           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.


 


14.           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.


 


15.           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.


 


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16.           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.


 


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