Exhibit
10.34


 


RESTRICTED STOCK UNIT AWARD DOCUMENT


For Non-Employee Directors


 


LAWSON SOFTWARE, INC.


1996 STOCK INCENTIVE PLAN


 


1.             Award of Restricted Stock Units. Pursuant to the Lawson Software, Inc. 1996
Stock Incentive Plan (the “Plan”), Lawson Software, Inc., a Delaware
corporation (the “Company”) awards (the “Award”) to the non-employee director (“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”),
units of restricted common stock (“Common Stock”) of the Company as follows:


 


The
Company awards to Participant the number of “Restricted Stock Units” shown on
the Award Confirmation, subject to the terms and conditions set forth in the
Plan, this Restricted Stock Unit Award Document (“Award Document”) and the
Award Confirmation. The Award Date for the Restricted Stock Units is stated on
the Award Confirmation. No shares of Common Stock will be issuable to
Participant under the Award unless and until the Restricted Stock Units vest as
described in the 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 Stock Units.


 


2.             Restricted Stock Units Subject to Plan;
Definitions. The Restricted Stock
Units 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 Stock Units 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 “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 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.


 


2.2           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.


 


2.3           The term “Shares” means the shares of Common Stock subject to the Award,
whether or not those shares are Vested Shares.


 


2.4           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 


 


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only
by reason of the occurrence of a contingency) is at the time owned by the
Company and/or one (1) or more Subsidiaries.


 


2.5           The term “Vested Shares” means the Shares with respect to which the
Restricted Stock Units have vested at any particular time, on a one-for-one
basis (for example, if ten Restricted Stock Units vest, ten Vested Shares of
Common Stock will be issued on the Vesting Date).


 


2.6           The term “Vesting Date” means the earlier of:  (a) the scheduled vesting date shown in the
Award Confirmation (i.e. normally the first day of the month one year after the
Award Date), (b) the closing date of a Change in Control Transaction of the
Company or (c) the date on which the Participant is no longer a member of the Board
of Directors of the Company.


 


3.             Vesting. All (100%) of the Restricted Stock Units will automatically vest and
become the right to receive Vested Shares on the Vesting Date.


 


4.             No Transfer of Restricted Stock Units. The Restricted Stock Units cannot be sold,
assigned, transferred, gifted, pledged, hypothecated, or in any manner
encumbered or disposed of at any time prior to delivery of the Vested Shares
underlying the Restricted Stock Units after the Restricted Stock Units have
vested pursuant to Section 3 above.


 


5.             Issuance and Custody of Certificate; Delayed
Delivery in Certain Cases.


 


5.1           Subject to the restrictions in this Section 5, upon vesting of the
Restricted Stock Units and following payment of any applicable withholding
taxes or contributions pursuant to Section 8 of this Award Document, the
Company shall promptly cause to be issued and delivered to Participant a
certificate or certificates (in electronic form unless otherwise instructed by
the Participant) evidencing such Vested Shares, and registered in the name of
Participant or in the name of Participant’s legal representatives,
beneficiaries or heirs, as the case may be, and shall cause such certificate or
certificates to be delivered to Participant or Participant’s legal
representatives, beneficiaries or heirs. The Company will issue and deliver the
Vested Shares as soon as reasonably practical after the vesting of the
Restricted Stock Units, but no more than 30 days after such vesting date. Except
as provided in Section 5.2 or 5.4, any income will be recognized by Participant
on the date the Participant first becomes eligible to receive the shares under
Section 3. If the issuance of shares is delayed pursuant to Section 5.2 or 5.4,
the Participant will recognize income on the date the shares may first be
issued in accordance with Section 5.2 or 5.4.


 


5.2           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.


 


5.3           At any time after the vesting of the Restricted Stock Units and prior to
the issuance of the Vested Shares, if the issuance of the Vested Shares to the
Participant is prohibited due to limitations under Section 5.2, the Company
shall use its reasonable efforts to remove such limitations.


 


5.4           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 Award Document to the
contrary:  (a) the issuance of the Vested Shares 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 actual
payment Participant has met all other requirements for that payment under this
Award Document), (b) no payment of such amount 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 5.4.


 


6.             Rights as Stockholder. Prior to the Restricted Stock Units vesting
and Participant receiving the Vested Shares underlying the Restricted Stock
Units pursuant to Section 5 above, Participant shall not have ownership or rights
of ownership of any Common Stock underlying the Restricted Stock Units awarded
hereunder. Participant shall not be entitled to receive dividend equivalents on
the Restricted Stock Units.


 


7.             Adjustments. In the event of any stock split, stock
dividend, recapitalization or combination of shares by the Company after the
Award Date, the number of Shares subject to the Restricted Stock Units shall be
equitably adjusted in the same manner as the Company’s outstanding shares of
Common Stock. The Committee will 


 


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administer the process for
completing that equitable adjustment. The number of Restricted Stock Units
designated in the Award Confirmation has been adjusted for all stock splits
that were effective before the Award Date.


 


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,
if applicable, 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.             Impact on Director Status. This Agreement is not an employment or directorship
contract. Nothing contained in this Agreement shall confer on the Participant
any right to be employed by or serve as a director of the Company or any
Subsidiary.


 


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
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 


 


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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, 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 Stock Units, 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 Stock Units), this Award Document and the Award Confirmation. If
there is any discrepancy between the number of Restricted Stock Units 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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