Exhibit 10.4


LAWSON SOFTWARE, INC.


2001 EMPLOYEE STOCK PURCHASE PLAN


(Amended and restated as of October 26, 2006)


ARTICLE I. 
INTRODUCTION


SECTION 1.01 Purpose.  The
purpose of the Lawson Software, Inc. (the “Company”) 2001 Employee Stock
Purchase Plan is to provide the employees of the Company and related
corporations with an opportunity to share in the ownership of the Company by
providing them a convenient means for regular and systematic purchases of the
Company’s Common Stock and, thus, to develop a stronger incentive to work for
the continued success of the Company.


SECTION 1.02 Rules
of Interpretation.  It is intended that the Plan be an
“employee stock purchase plan” as defined in Section 423(b) of the Internal
Revenue Code of 1986, as amended (the “Code”), and Treasury Regulations
promulgated thereunder, if approved by the Company’s stockholders.  Accordingly, the Plan will be interpreted and
administered in a manner consistent therewith if so approved.  All Participants in the Plan will have the same
rights and privileges consistent with the provisions of the Plan.


SECTION 1.03 Definitions.  For
purposes of the Plan, the following terms will have the meanings set forth
below:


(a)                                  “Acceleration Date” means either an
Acquisition Date or a Transaction Date.


(b)                                 “Acquisition Date” means (i) the date of
public announcement of the acquisition of “beneficial ownership” (as defined in
Rule 13d-3 under the Securities Exchange Act of 1934 (the “Exchange Act”) or
any successor rule thereto) of more than fifty percent (50%) of the outstanding
voting stock of the Company by any “person” (as defined in Section 13(d) of the
Exchange Act) other than the Company, by means of a tender offer, exchange
offer or otherwise; and (ii) the date five (5) business days after the date of
public announcement of the acquisition of beneficial ownership (as so defined)
of more than twenty- five percent (25%) but not more than fifty (50%) of the
outstanding voting stock of the Company by any person (as so defined) other
than the Company, by means of a tender offer, exchange offer or otherwise if,
during such five (5) business day period, the Board or the Committee has not,
by resolution duly adopted, elected that such acquisition not give rise to an
Acquisition Date.  In any such resolution,
the Board or Committee may elect that any continued acquisition or acquisitions
by the same person (as so defined) which would otherwise trigger an Acquisition
Date under clause (ii) above shall also not give rise to an Acquisition
Date.


(c)                                  “Affiliate” means any parent or subsidiary
corporation of the Company, as defined in Sections 424(e) and 424(f) of the
Code.


(d)                                 “Board” means the Board of Directors of
the Company.


(e)                                  “Committee” means the committee appointed
under Section 11.01.


(f)                                    “Company” means Lawson Software, Inc., a
Delaware corporation, and its successors by merger or consolidation as
contemplated by Article XII herein.


(g)                                 “Current Compensation” means base
compensation, paid by the Company to a Participant in accordance with the terms
of his or her employment, but excluding all forms of special compensation.



 
 






 



(h)                                 “Employer” means the Company or a
Participating Affiliate, as the case may be.


(i)                                     “Fair Market Value” as of a given date
means such value per share of the Stock as reasonably determined by the
Committee in a manner consistent with Section 423, but which is not less than
the last sale price as reported by the National Association of Securities
Dealers Automated Quotation System (“Nasdaq”). 
If on a given date the Stock is not traded on an established securities
market, the Committee shall make a good faith attempt to satisfy the
requirements of this Section 1.03(i) and in connection therewith shall take
such action as it deems necessary or advisable.


(j)                                     “Participant” means a Regular Full-Time
Employee who is eligible to participate in the Plan under Section 2.01 or any
other eligible employee designated by the Committee pursuant to Section 2.01
and who has elected to participate in the Plan.


(k)                                  “Participant Plan Account” means the account that holds the
whole and/or fractional shares of the Participant.


(l)                                     “Participating Affiliate” means an
Affiliate which has been designated by the Committee in advance of the Purchase
Period in question as a corporation whose eligible Regular Full-Time Employees
may participate in the Plan.


(m)                               “Plan” means the Lawson Software, Inc.
2001 Employee Stock Purchase Plan, the provisions of which are set forth
herein.


(n)                                 “Purchase Percentage” means the percentage described in Section 4.02.


(o)                                 “Purchase Period” means each of the four
three-month periods beginning on January 1, April 1, July 1, and October 1 of
each year and ending on the last U.S. business day in the following March,
June, September, and December, respectively. The Committee shall have the power
and authority to change the duration and/or frequency of Purchase Periods with
respect to future purchases without stockholder approval, if such change is
announced at least five (5) days prior to the scheduled beginning of a Purchase
Period.


(p)                                 “Regular Full-Time Employee” means an
employee of the Company or a Participating Affiliate, including an officer or
director who is also an employee, except (i) an employee whose customary
employment is less than twenty (20) hours per week, and/or (ii) an employee who
is not expected to work more than five months in any calendar year.


(q)                                 “Stock” means the Company’s Common Stock,
$.01 par value, as such stock may be adjusted for changes in the stock of the
Company as contemplated by Article XII herein.


(r)                                    “Stock Purchase Account” means the account
maintained in the books and records of the Company recording the amount
received from each Participant through payroll deductions made under the Plan.


(s)                                  “Transaction Date” means the date of
stockholder approval of (i) any consolidation or merger of the Company in which
the Company is not the continuing or surviving corporation or pursuant to which
shares of Company stock would be converted into cash, securities or other
property, other than a merger of the Company in which stockholders immediately
prior to the merger have the same proportionate ownership of stock of the
surviving corporation immediately after the merger; (ii) any sale, lease,
exchange or other transfer (in one transaction or a series of related
transactions) of all or substantially all, of the assets of the Company; or
(iii) any plan of liquidation or dissolution of the Company.



 
 






 



ARTICLE II. 
ELIGIBILITY AND PARTICIPATION


SECTION 2.01 Eligible
Employees.  Except as provided in Section 2.02, all Regular Full-Time
Employees who are residents of the United States shall be eligible to
participate in the Plan beginning on the first day of the first full Purchase
Period to commence after such person becomes a Regular Full-Time Employee.  Subject to the provisions of Article VII,
each such employee will continue to be eligible to participate in the Plan so
long as he or she remains a Regular Full-Time Employee.  At the discretion of the Committee, employees
who are not residents of the United States may participate in the Plan if they
otherwise meet the requirements of this Section 2.01.


SECTION 2.02 Participation.  All
Regular Full-Time Employees who are resident in the United States and all other
eligible employees designated by the Committee pursuant to Section 2.01 may
elect to participate in the Plan for a given Purchase Period by filing with the
Company in advance of that Purchase Period, and in accordance with such terms
and conditions as the Company in its sole discretion may impose, an election for
such purpose (which authorizes regular payroll deductions from Current
Compensation beginning with the first payday in that Purchase Period and
continuing until the employee withdraws from the Plan or ceases to be eligible
to participate in the Plan).


SECTION 2.03 Limits
on Stock Purchase.  No employee shall be granted any
right to purchase hereunder if such employee, immediately after a right to
purchase is granted, would own, directly or indirectly, within the meaning of
Section 423(b)(3) and Section 424(d) of the Code stock possessing five percent
5% or more of the total combined voting power or value of all the then classes
of the capital stock of the Company or of all Affiliates.


SECTION 2.04 Voluntary
Participation.  Participation in the Plan on the part
of the Participant is voluntary and such participation is not a condition of
employment nor does participation in the Plan entitle a Participant to be
retained as an employee.


ARTICLE
III.  PAYROLL DEDUCTIONS AND STOCK
PURCHASE ACCOUNT


SECTION 3.01 Deduction
from Pay.  A Participant shall elect to have
payroll deductions made for each pay period in any whole percentage of Current
Compensation not to exceed fifteen percent (15%), or such other percentage as
the Committee in its sole discretion may establish from time to time before the
first business day of a Purchase Period. 
No payroll deductions will be made on behalf of a Participant, or
credited to a Participant’s Stock Purchase Account, unless and until a
Participant makes an election to participate as described in Section 2.02.  The Participant may reduce or increase future
payroll deductions (within the foregoing limitations) in accordance with such
terms and conditions as the Company in its sole discretion may impose, for such
purpose.  The effective date of any
reduction or increase in future payroll deductions will be the first day of the
next succeeding Purchase Period.  Also,
the Participant may cease making payroll deductions in accordance with Section 6.01,


SECTION 3.02 Credit
to Account.  Payroll deductions will be
credited to the Participant’s Stock Purchase Account as determined by the
Committee in its sole discretion.


SECTION 3.03 Interest.  Except
as otherwise determined by the Committee, no interest will be paid upon payroll
deductions or on any amount credited to, or on deposit in, a Participant’s
Stock Purchase Account.


SECTION 3.04 Nature
of Account.  The Stock Purchase Account is
established solely for accounting purposes, and all amounts credited to the
Stock Purchase Account will remain part of the general assets of the Company or
the Participating Affiliate (as the case may be).



 
 






 



SECTION 3.05 Additional
Contributions.  A Participant may not make any
payment into the Stock Purchase Account other than the payroll deductions made
pursuant to the Plan, unless otherwise approved by the Committee.


ARTICLE
IV.  RIGHT TO PURCHASE SHARES


SECTION
4.01 Number of Shares.  Each
Participant will have the right to purchase all, but not less than all, of the
largest number of whole and/or partial shares of Stock that can be purchased at
the price specified in Section 4.02 with the entire credit balance available in
the Participant’s Stock Purchase Account on the last business day of the
Purchase Period, subject to the limitations that (a) no more than the maximum
number of shares of Common Stock, as established by the Committee prior to the
beginning of any given Purchase Period, may be purchased under the Plan by any
one Participant for a given Purchase Period, and (b) in accordance with Section
423(b)(8) of the Code, no more than Twenty-Five Thousand Dollars ($25,000) in
Fair Market Value (determined at the beginning of each Purchase Period) of
Stock and other stock may be purchased under the Plan and all other employee
stock purchase plans (if any) of the Company and the Affiliates by any one
Participant for each calendar year.  If
the purchases for all Participants would otherwise cause the aggregate number
of shares of Stock to be sold under the Plan during a given Purchase Period to
exceed the number specified in Section 11.04, however, each Participant shall
be allocated a pro rata portion of the Stock to be sold.


SECTION 4.02 Purchase
Price.  The purchase price for any
Purchase Period shall be 85% of the Fair Market Value of the Stock on the last
business day of that Purchase Period rounded up to the next higher full cent
unless, prior to the first business day of a Purchase Period, the Committee
establishes a different price for a Purchase Period and provided that the price
established in no event is less than the price permitted pursuant to Section
423 of the Code.


ARTICLE
V.  EXERCISE OF RIGHT


SECTION 5.01 Purchase
of Stock.  The entire credit balance in each Participant’s Stock Purchase Account
on the last business day of a Purchase Period will be used to purchase
the largest number of whole and/or partial shares of Stock purchasable with
such amount (subject to the limitations of Section 4.01) unless the
Participant has filed with the Employer in advance of that date and subject to
such terms and conditions as the Company in its sole discretion impose, an
election to receive the entire credit balance in cash.


SECTION 5.02 Cash
Distributions.  Any amount remaining in a
Participant’s Stock Purchase Account after the last business day of a Purchase
Period will be paid to the Participant in cash within thirty-one (31) days
after the end of that Purchase Period.


SECTION 5.03 Notice
of Acceleration Date.  The Company shall
use its reasonable efforts to notify each Participant in writing at least ten (10)
days prior to any Acceleration Date that the then current Purchase Period will
end on such Acceleration Date.


ARTICLE
VI.  WITHDRAWAL FROM PLAN


SECTION 6.01  Voluntary Withdrawal.  A
Participant may at any time, in accordance with such terms and conditions as
the Company in its sole discretion may impose, withdraw from the Plan and cease
making payroll deductions.  In such
event, the Participant may request that either (a) the entire credit balance in
the Participant’s Stock Purchase Account be paid to the Participant in cash
(without interest) within thirty-one (31) days, or (b) the entire credit
balance in the Participant’s Stock Purchase Account be held in such account
until used to purchase shares of Stock in accordance with Section 5.01.  A Participant who withdraws from the Plan
will not be eligible to reenter the Plan until the beginning of the next
Purchase Period following the date of such 



 
 






 



withdrawal by
filing with his or her Employer in advance of the enrollment deadline for that
Purchase Period, and in accordance with such terms and conditions as the
Company may impose, an election for such purpose.


SECTION 6.02 Death. Participation in the Plan will cease on
the date of the Participant’s death and the Stock Purchase Account and
Participant Plan Account will be paid as follows:


a)                    Stock Purchase
Account – will be paid to the Participant’s estate in cash (without interest)
within 31 days.


b)                   Participant
Plan Account – will be paid to the named Beneficiary or Beneficiaries. Each
Participant may designate one or more beneficiaries.  In the event the Participant does not name a
Beneficiary or if the Participant’s named Beneficiary or Beneficiaries do not
survive the Participant, then the Company shall designate a Beneficiary or
Beneficiaries to receive the Participant Plan Account in the following order:


(i)                         The
Participant’s spouse, if living at the time of the Participant’s death.


(ii)                      The
Participant’s child or children in equal shares, per stirpes.


(iii)                   The Participant’s parents equally.


(iv)                  The
surviving brothers and sisters equally.


(v)                     The estate of
the Participant.


The Participant may change or revoke any such designation from time to
time.  No such designation, change or
revocation will be effective unless made by the Participant according to the
terms and conditions that the Company may impose.  Unless the Participant has otherwise
specified in the beneficiary designation, the beneficiary or beneficiaries so
designated will become fixed as of death so that, if a beneficiary survives the
Participant but dies before the receipt of the payment due such beneficiary,
the payment will be made to such beneficiary’s estate.


SECTION 6.03 Termination
of Employment.  Participation in the Plan will end
on the date the Participant ceases to be a Regular Full-Time Employee.  In such event, the entire credit balance in
the Participant’s Stock Purchase Account will be paid to the Participant in
cash (without interest) within thirty-one (31) days.  For purposes of this Section, a leave of
absence which has been approved by the Committee will not be deemed a
termination of employment as a Regular Full-Time Employee.


ARTICLE
VII.  GLOBAL PARTICIPANTS


SECTION
7.01 Global Participants. 
The Committee shall
have the power and authority to allow Participants or others of those
Affiliates who are not Participating Affiliates or other entities, so
designated by the Committee, who work or reside outside of the United States on
behalf of the Company an opportunity to acquire Stock pursuant to the Plan in
accordance with such special terms and conditions as the Committee may
designate with respect to each such Affiliate. 
Without limiting the authority of the Committee, the special terms and
conditions which may be established with respect to each such Affiliate, and
which need not be the same for all Affiliates, include but are not limited to
the right to participate, procedures for elections to participate, the payment
of any interest with respect to amounts received from or credited to accounts
held for the benefit of Participants, the purchase price of any shares to be
acquired, the length of any purchase period, the maximum amount of
contributions, credits or Stock which may be acquired by any Participant, an a
Participant’s rights in the event of his or her death, disability, withdrawal
from the Plan, termination of employment on behalf of the Company and all
matters related thereto.  This Article
7.01 is not subject to Section 423 of the Code or any other provision of the
Plan which refers to or is based upon such Section.  For tax purposes, this Article 7.01 shall be
treated as separate and apart from the balance of the Plan.



 
 






 



ARTICLE
VIII.  NONTRANSFERABILITY


SECTION 8.01 Nontransferable
Right to Purchase.  The right to purchase Stock
hereunder may not be assigned, transferred, pledged or hypothecated (whether by
operation of law or otherwise), except as provided in Section 6.02, and will
not be subject to execution, attachment or similar process.  Any
attempted assignment, transfer, pledge, hypothecation or other disposition or
levy of attachment or similar process upon the right to purchase will be null
and void and without effect.


SECTION 8.02 Nontransferable
Account.  Except as provided in Section
6.02, the amounts credited to a Stock Purchase Account may not be assigned,
transferred, pledged or hypothecated in any way, and any attempted assignment,
transfer, pledge, hypothecation or other disposition of such amounts will be
null and void and without effect.


ARTICLE
IX.  ISSUANCE OF STOCK


SECTION 9.01 Issuance
of Purchased Shares.  Within thirty-one
(31) days after the last day of each Purchase Period, and subject to such terms
and conditions as the Committee in its sole discretion may impose, the Company
will cause the Stock purchased pursuant to the Plan to be issued for the
benefit of the Participant and held in the Participant Plan Account pursuant to
Section 9.04 of the Plan.


SECTION 9.02 Securities
Laws.  The Company shall not be required
to issue or deliver any shares representing Stock prior to registration under
the Securities Act of 1933, as amended, or registration or qualification under
any state law if such registration is required. 
The Company will use its best efforts to accomplish such registration
(if and to the extent required) not later than a reasonable time following the
Purchase Period, and delivery of shares may be deferred until such registration
is accomplished.


SECTION 9.03 Completion
of Purchase.  A Participant will have no
interest in the Stock purchased until such Stock is issued to the Participant
Plan Account for the benefit of the Participant pursuant to the Plan.


SECTION 9.04 Form
of Ownership.  The shares representing Stock
issued under the Plan will be held in the Participant Plan Account in the name
of the Participant, until such time as certificates for shares of Stock are
delivered to or for the benefit of the Participant pursuant to Section 9.05 of
the Plan.


SECTION 9.05 Delivery.  Subject to such terms and conditions as the
Company in its sole discretion may impose, by filing with the Company an
election provided by the Company for such purpose, the Participant may elect to
have the Company cause to be delivered to or for the benefit of the Participant
a certificate for the number of whole shares and cash for the number of
fractional shares representing the Stock purchased pursuant to the Plan.  The election will be processed as soon as
administratively practicable after receipt.


ARTICLE X.  EFFECTIVE
DATE AND AMENDMENT OR TERMINATION OF PLAN


SECTION
10.01 Effective Date and Plan Commencement.  The
Plan was adopted by the Board of Directors of the Company.  The initial effective date of the Plan was
December 7, 2001 and the most recent amended and restated version of the Plan
is October 26, 2006. The initial Purchase Period under the Plan commenced on
the effective date of the Company’s Registration Statement on Form S-1 for the
initial public offering of the Company’s Stock (the “IPO Date”) and continued
until December 31, 2002 (the “Initial Offering Period”).  Commencing April 1, 2006, each succeeding
Purchase Period will commence and terminate in accordance with Section 1.03(o).


SECTION 10.02 Powers
of Board.  The Board may at any time amend or
terminate the Plan, except that no amendment will be made without prior
approval of the stockholders which would (a) authorize an increase in the
number of shares of Stock which may be purchased under the Plan, except as
provided in Section 12.01, (b) 



 
 






 



permit the
issuance of Stock before payment therefor in full, (c) reduce the price per
share at which the Stock may be purchased, or (d) absent such stockholder
approval, cause Rule 16b-3 to become unavailable with respect to the Plan.


SECTION 10.03 Automatic
Termination.  The Plan will terminate
automatically on the earlier of (a) December 31, 2011 or (b) the date on which
all of the Stock under Section 11.04 below has been sold under the Plan.  The Board may by resolution extend the Plan
for one or more additional periods of five years each.


ARTICLE XI. 
ADMINISTRATION


SECTION 11.01 Appointment
of Committee.   The Plan shall be administered by a committee
(the “Committee”) established by the Board and meeting the requirements of Rule
16b-3 as in effect from time to time.


SECTION 11.02 Powers
of Committee.   Subject to the provisions of the Plan, the
Committee will have full authority to administer the Plan, including authority
to interpret and construe any provision of the Plan, to establish deadlines by
which the various administrative forms must be received in order to be
effective, and to adopt such other rules and regulations for administering the
Plan as it may deem appropriate. 
Decisions of the Committee will be final and binding on all parties who
have an interest in the Plan. 
Notwithstanding the foregoing, the Committee shall have the power and
authority to allow Participants who work or reside outside of the United States
to acquire Stock pursuant to the Plan in accordance with such special terms and
conditions as the Committee may designate with respect to each such
Participating Affiliate and which may not be the same for all Affiliates.


SECTION 11.03 Power
and Authority of the Board of Directors.  Notwithstanding anything to the contrary
contained herein, the Board of Directors may, at any time and from time to
time, without any further action of the Committee, exercise the powers and
duties of the Committee under the Plan.


SECTION 11.04 Stock
to be Sold.  The Stock to be issued and sold
under the Plan may be treasury Stock or authorized but unissued Stock, or the
Company may go into the open market and purchase Stock for sale under the
Plan.  Except as provided in Section
12.01, the maximum number of shares of Common Stock which shall be made
available for sale under the Plan shall be 20,805,000 shares of Common Stock
aggregated over the term of the Plan (commencing December 7, 2001) or such
lesser amount as the Board of Directors may determine prior to the effective
date of the Plan.  The Committee or Board
of Directors has the discretion to limit the number of shares available for
purchase under the Plan during each Purchase Period.


SECTION 11.05 Notices.  Notices
to the Committee should be addressed as follows:


Lawson Software,
Inc.


Attention:  Corporate Secretary


380 St. Peter
Street


St. Paul, MN 55102


ARTICLE XII. 
ADJUSTMENT FOR CHANGES IN STOCK OR COMPANY


SECTION 12.01 Stock Dividend or Reclassification.  If
the outstanding shares of Stock are increased, decreased, changed into or
exchanged for a different number or kind of securities of the Company, or
shares of a different par value or without par value, through reorganization,
recapitalization, reclassification, stock dividend, stock split, amendment to
the Company’s Certificate of Incorporation, reverse stock split or otherwise,
an appropriate adjustment shall be made in the maximum numbers and/or kind of
securities to be sold under this Plan with a corresponding adjustment in the
purchase price to be paid therefor.



 
 






 



SECTION 12.02 Merger
or Consolidation.  If the Company is merged into or
consolidated with one or more corporations during the term of the Plan,
appropriate adjustments will be made to give effect thereto on an equitable
basis in terms of issuance of shares of the corporation surviving the merger or
of the consolidated corporation, as the case may be.


ARTICLE XIII. 
APPLICABLE LAW


Rights to purchase
Stock granted under this Plan shall be construed and shall take effect in
accordance with the laws of the State of Minnesota without giving effect to the
conflict of laws principles thereof.