**Exhibit10.19**

 

**STOCKOPTION AGREEMENT**

 

**LAWSONSOFTWARE, INC.**

**2001 STOCKINCENTIVE PLAN**

**(IncludesChange of Control Trigger)**

 

1.             Option Grant andOption Exercise Price.  Pursuant tothe 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 on the Certificate of Stock Option Grant on the SalomonSmith Barney website at www.benefitaccess.com (the “Certificate”), an option topurchase 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 ofCommon Stock shown on the Certificate (the “Shares”) at an exercise andpurchase price in United States dollars (the “Grant Price”) per Option Shareequal to the Grant Price listed on the Certificate (which is the closing pricefor the Common Stock on Nasdaq (symbol: LWSN) on the Grant Date), subject to the terms and conditions set forthin the Plan, this Stock Option Agreement (“Agreement”) and theCertificate.  The Grant Date of thisStock Option is stated on the Certificate. The Option will be in effect commencing on the Grant Date andterminating on the Grant Expiration Date listed on the Certificate or suchearlier date and time described in this Agreement (the “Option Period”).  This Option is an “Incentive Stock Option(ISO)” or a “Nonqualified Stock Option (NQ),” as identified on the Certificateunder “Type of Stock Option.”

 

2.             Option Subject toPlan; Definitions.  This Stock Optionand its exercise are subject to the terms and conditions of the Plan, and theterms of the Plan shall control to the extent not otherwise inconsistent withthe provisions of this Agreement.  ThisStock Option is subject to any rules promulgated pursuant to the Plan by theBoard of Directors of the Company or the Committee.  The capitalized terms not otherwise definedin this Agreement 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 itsSubsidiaries because of:  (1) ifParticipant has entered into any written and executed contract(s) with theCompany or its Subsidiaries, any breach by Participant of such contract that has a material adverse effect on theCompany or any Subsidiary (as reasonably determined by the Company) and whichis not or cannot reasonably be cured within 10 days after written notice fromthe Company to Participant; (2) any violation by Participant of the Company’sor a Subsidiary’s policies, rules or regulations that has a material adverseeffect on the Company or any Subsidiary (as reasonably determined by theCompany) and which is not or cannot be cured within 10 days after writtennotice from the Company to Participant; (3) commission of any act of fraud,embezzlement or dishonesty by Participant that is materially injurious to theCompany or any Subsidiary (as reasonably determined by the Company); or (4) anyother intentional misconduct by Participant adversely affecting the business oraffairs of the Company or any Subsidiary in any material manner (as reasonablydetermined by the Company).

 

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2.2                                 The term “Change ofControl Transaction” means (1) the closing of a tender offer or exchange offerfor the ownership of 50% or more of the outstanding voting securities of theCompany, (2) the Company shall have entered into a definitive agreement withrespect to a tender offer, exchange offer or merger,  consolidation or otherbusiness combination with another corporation and as a result of such tenderoffer, exchange offer, merger, consolidation or combination less than 50% ofthe outstanding voting securities of the surviving or resulting corporation areowned in the aggregate by the former stockholders of the Company, other thanaffiliates (within the meaning of the Securities Exchange Act of 1934, asamended (the “Exchange Act”)) of any party to such merger or consolidation, asthe same shall have existed immediately prior to such merger or consolidation,(3) the Company shall have entered into a definitive agreement to sellsubstantially all of its assets to another corporation which is not a direct orindirect wholly owned Subsidiary of the Company, (4) a person, within themeaning of Section 3(a)(9) or of Section 13(d)(3) (as in effect onthe date of this Agreement) of the Exchange Act, shall acquire 50% or more ofthe outstanding voting securities of the Company (whether directly, indirectly,beneficially or of record) (for purposes hereof, ownership of voting securitiesshall take into account and shall include ownership as determined by applyingthe provisions of Rule 13d-3(d)(1)(i) as in effect on the date of this Agreement)pursuant to the Exchange Act, (5) individuals who constitute the Company’sBoard of Directors on the date of this Agreement (the “Incumbent Board”) ceasefor any reason to constitute at least a majority thereof, provided that anyperson becoming a director subsequent to the date of this Agreement whoseelection, or nomination for election by the Company’s stockholders, wasapproved by a vote of at least 50% of the directors comprising the IncumbentBoard shall be, for purposes of this clause (5), considered as though suchperson were a member of the Incumbent Board, or (6) approval by thestockholders of the Company of a complete liquidation or dissolution of theCompany.

 

2.3                                 The term “Disability”means Termination of Participant’s Service because of a permanent disability asdefined under any retirement plan of the Company or its Subsidiaries.

 

2.4                                 The term “Fair MarketValue” has the meaning described in Section 6 of the Plan.

 

2.5                                 The term “Good Reason”means:  (1) the assignment to theParticipant of any duties inconsistent in any respect with the Participant’sposition (including status, offices, titles and reporting requirements),authority, duties or responsibilities in effect as of the date of thisAgreement, or any diminution in such position, authority, duties orresponsibilities (whether or not occurring solely as a result of the Companyceasing to be a publicly traded entity or becoming a subsidiary), excluding forthis purpose an isolated, insubstantial and inadvertent action not taken in badfaith and that is remedied by the Company promptly after receipt of noticethereof given by the Participant; (2) any reduction in Participant’s annualbase salary or annual target incentive compensation compared with the annualbase salary and annual target incentive compensation in effect for Participantfor the Company’s most recent fiscal year ended before the date of termination,other than an isolated, insubstantial and inadvertent failure not occurring inbad faith and that is remedied by the Company promptly after receipt of noticethereof given by the Participant; (3) the Company’s requiring the Participantto be based at any

 

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office or location other than in theMinneapolis-St. Paul Metropolitan Area in Minnesota or the Company’s requiringthe Participant to travel on Company business to a substantially greater extentthan required immediately prior to the date of this Agreement; or (4) anymaterial reduction in Participant’s executive benefits compared with theParticipant’s benefits provided by the Company to Executive during the Company’smost recent fiscal year ended before the date of termination.  The Participant’s mental or physicalincapacity following the occurrence of an event described above in clauses (1)through (4) above shall not affect the Participant’s ability to terminateemployment for Good Reason.  Anydetermination of “Good Reason” made by the Participant under this Agreementshall be in good faith.

 

2.6                                 The term “Retirement” meansTermination of Participant’s Service (1) at or after age 55 providedParticipant has been employed by the Company or its Subsidiaries for at leastten years or (2) at or after age 62.

 

2.7                                 The term “Subsidiary”or “Subsidiaries” means a subsidiary corporation of the Company as defined inthe Plan.

 

2.8                                 The term “Terminationof Participant’s Service” means the last day of Participant’s regular full timeor part time employment with the Company and its Subsidiaries.

 

3.                                       Vestingand Acceleration of Vesting.  Except asspecifically provided in this Agreement and the Plan, this Stock Option willvest and first become exercisable on the respective vesting dates specified inthe Certificate, but only if Participant has at all times been a regular fulltime or part time employee of the Company or any Subsidiary from the Grant Dateto the applicable vesting date.  VestedOption Shares may be exercised and purchased during the Option Period, untiltermination under Section 4 below. No vesting of the Option shall occur after Termination of Participant’sService, 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’sService because of Participant’s death, Disability or Retirement, allconditions of vesting will be assumed to have been met immediately before suchdeath, Disability or Retirement, and Participant or Participant’s estate willhave the right to exercise one hundred percent (100%) of the number of Sharesremaining under the Option, whether or not vested, during the applicable timeperiod in Section 4 below.  IfTermination of Participant’s Service is due to death, Disability or Retirement,the acceleration of vesting under this Section 3.1 will be deemed to haveoccurred prior to such Termination of Participant’s Service.

 

3.2                                 Automatic 50%Acceleration of Vesting Upon Completion of a Change of Control Transaction.  Automatically and immediately upon completionof a Change of Control Transaction:  (i)all conditions of vesting will be assumed to have been met for the last fiftypercent (50%) of the then current total unvested Option Shares that wereotherwise scheduled to vest last under the vesting schedule dates specifiedin the Certificate, (ii) Participant will have the right to exercise all vestedOption Shares during the applicable time period in Section 4 below and(iii) so long as the Stock Option has not terminated, the remaining unvestedOption Shares will continue to vest pursuant to this Agreement.

 

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For example, if immediately before thecompletion of a Change of Control Transaction the Stock Option is 12/48thsvested, then automatically upon completion of the Change of ControlTransaction, an additional 18/48ths (50% of 36/48ths) ofthe Option Shares that were scheduled to vest in months 31 to 48 shall beimmediately vested, and the balance of the unvested Option Shares (18/48ths)shall continue to vest monthly during months 13 through 30, unless such vestingis accelerated or terminated as described in this Agreement.  If Termination of Participant’s Serviceoccurs upon or after completion of a Change of Control Transaction, theacceleration of vesting under this Section 3.2 will be deemed to haveoccurred prior to such Termination of Participant’s Service.

 

3.3                                 AutomaticAcceleration of Vesting of All Remaining Unvested Option Shares.  If within one year after the completion of aChange of Control Transaction, there is a Termination of Participant’s Serviceinitiated by the Company or any Subsidiary (or successor) other than for Causeor by the Participant for Good Reason, then (i) all conditions of vesting willbe assumed to have been met for one hundred (100%) of the then current totalunvested Option Shares and (ii) Participant will have the right to exercise allvested Option Shares during the applicable time period in Section 4below.  The acceleration of vesting underthis Section 3.3 will be deemed to have occurred immediately beforeTermination of Participant’s Service. For purposes of this Section 3.3, any good faith determination of “GoodReason” made by the Participant shall be conclusive.

 

3.4                                 Leave of Absence.  The Company’s leave of absence procedureconcerning stock options, that is in effect as of the date of this Agreement,will also govern the vesting of the Option during a Company approved leave ofabsence.

 

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

 

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

(2)                                  5:00p.m. United States Central Time on the date that is 90 days after Terminationof Participant’s Service for any reason or no reason, other than for (a) Cause,(b) death, (c) Disability or (d) Retirement;

(3)                                  5:00p.m. United States Central Time on the date that is one year after the date ofTermination of Participant’s Service due to death, Disability or Retirement; or

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

 

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

 

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

 

7.             Payment of GrantPrice.  Participant may pay the GrantPrice by wire transfer or check (bank check, certified check or personal check)or by delivering to the Company for cancellation, in accordance with the rulesof the Committee, shares of Common Stock which have a Fair Market Value inUnited States dollars equal to the Grant Price and which either (i) werepurchased on a national stock exchange or on the NASDAQ NMS system or (ii) havebeen issued and outstanding more than six months.  The Grant Price is payable in United Statesdollars.

 

8.             Delivery of Shares.  The Company will deliver to Participant theShares (either in certificate or electronic form as requested by Participant)promptly after proper exercise of the Option and receipt of the Grant Price andapplicable tax withholdings. Notwithstanding any provision in this Agreement to the contrary, theobligation of the Company to deliver Shares is subject to the condition that ifat any time the Committee shall determine in its discretion that the listing,registration, or qualification of the Stock Option or the Shares upon anysecurities exchange or under any state or federal law, or the consent orapproval of any governmental regulatory body, is necessary as a condition of,or in connection with, the Stock Option or the issuance or purchase of Sharesthereunder, then the Stock Option may not be exercised in whole or in partunless such listing, registration, qualification, consent or approval shall havebeen effected or obtained free of any conditions not reasonably acceptable tothe Committee.

 

9.             Tax Requirementsfor Incentive Stock Options; Disqualifying Disposition.  This Section 9 will apply only if thisStock Option is identified as an Incentive Stock Option or ISO on theCertificate.  If this Section 9applies, then subject to the provisions of the Plan, this Stock Option is anIncentive Stock Option.  To the extentthe number of Shares exceeds the limit set forth in Section 4 of the Plan,such Shares shall be deemed granted pursuant to a Nonqualified StockOption.  In such event, then unlessotherwise indicated by Participant in the notice of exercise pursuant to Section 6above, upon any exercise of this Stock Option, the number of exercised Sharesthat shall be deemed to be exercised pursuant to an Incentive Stock Optionshall equal the total number of Shares so exercised multiplied by a fraction,(a) the numerator of which is the number of unexercised Option Shares thatcould then be exercised pursuant to an Incentive Stock Option and (b) thedenominator of which is the then total number of unexercised Option Shares thatcould then be exercised.  If Common Stockacquired upon exercise of this Stock Option is disposed of by Participant in a “DisqualifyingDisposition,” such Participant shall notify the Company in writing within 30days after such disposition of the date and terms of such disposition.  For purposes hereof, “DisqualifyingDisposition” means a disposition of Common Stock that is acquired upon theexercise of an Incentive Stock Option prior to the expiration of

 

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either two years from the Grant Date of such Incentive Stock Option orone year from the transfer of Shares to Participant pursuant to the exercise ofsuch Incentive Stock Option.  If aDisqualifying Disposition occurs, the tax requirements described in Section 10will apply.

 

10.           Tax Requirements andWithholdings for Nonqualified Stock Options.  This Section 10 will apply only if thisStock Option is identified as a Nonqualified Stock Option or NQ on theCertificate or is considered a Nonqualified Stock Option under Section 9above.  In order to provide the Companyand its Subsidiaries with the opportunity to claim the benefit of any incometax deduction in any jurisdiction which may be available to it upon theexercise of the Nonqualified Stock Option, and in order to comply with allapplicable income tax laws or regulations of any applicable country, state orother jurisdiction, the Company and its Subsidiaries may take such action as itdeems appropriate to ensure that, if necessary, all applicable payroll,withholding, income, NIC or other taxes (of any applicable country, state orother jurisdiction) are withheld or collected from Participant.  Participant may elect to satisfy Participant’sminimum income tax withholding obligations under such laws or regulations uponexercise of the Option by (i) paying that amount by wire transfer or check(bank check, certified check or personal check), (ii) having the Company or itsSubsidiaries withhold a portion of the shares of Shares otherwise to bedelivered upon exercise of such Option having a Fair Market Value in UnitedStates dollars (on the date of exercise of Option) equal to the minimum amountof such taxes required to be withheld on such exercise, in accordance with therules of the Committee, or (iii) delivering to the Company for cancellation, inaccordance with the rules of the Committee, shares of Common Stock which have aFair Market Value equal to such tax withholdings and which either (a) werepurchased on a national stock exchange or on the NASDAQ NMS system or (b) havebeen issued and outstanding more than six months.  The Company may, at its discretion, requireParticipant to pay the withholding taxes under clause (i) above in lieu of thealternatives in clauses (ii) or (iii) above.

 

11.           InvestmentRepresentation.  Unless the CommonStock is issued to Participant in a transaction registered under applicablefederal and state securities laws, Participant represents and warrants to theCompany that all Common Stock which may be purchased hereunder will be acquiredby Participant for investment purposes for Participant’s own account and notwith any intent for resale or distribution in violation of federal or statesecurities laws.  Unless the Common Stockis issued to Participant in a transaction registered under the applicablefederal and state securities laws, all certificates issued with respect to theCommon Stock shall bear an appropriate restrictive investment legend.

 

12.           Impact on EmploymentStatus.  This Agreement, the Certificate and the Planare not an employment contract.  Nothingcontained in this Agreement, the Certificate or the Plan shall confer onParticipant any right to continue in the employ of the Company or anySubsidiary or other affiliate of the Company or affect in any way the right ofthe Company or any Subsidiary or other affiliate to terminate the employment ofParticipant at any time.

 

13.           Adjustments.  In the event of any stock split, stockdividend, recapitalization or combination of shares by the Company after theGrant Date, the number of Shares subject to the Option and the Grant Price perShare shall be equitably adjusted in the same manner as the outstanding sharesof Common Stock, in accordance with the rules of the Committee.  The number of Option Shares designated in theCertificate has been adjusted for all stock splits that were effective beforethe Grant Date.

 

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14.           Non-Transferabilityof Option.  This Stock Option is notassignable or transferable by Participant except by will or by the laws ofdescent and distribution.

 

15.           Consent to InternalUse of Personal Data.  Participantconsents to the Company’s and its Subsidiaries’ (and the Company’s stock optionadministrator) receiving and using personal data related to Participant foremployment-related purposes only and for gathering and making required reportsto government authorities.

 

15.           No Right of FutureStock Option Grants.  Nothingcontained in this Agreement, the Certificate or the Plan shall confer onParticipant any right to receive any additional stock options in the futurefrom the Company, Subsidiary or any other affiliate of the Company or affect inany way the right of the Company, Subsidiary or any other affiliate toterminate the granting of stock options at any time.

 

16.           Interpretation of Terms;General.  The Committee shall interpret the terms ofthe Option and this Agreement, the Certificate and Plan and all determinationsshall be final and binding.  The Optionand this Agreement, the Certificate and Plan (1) are governed by the laws ofthe State of Minnesota, (2) may be amended only in writing, signed by anexecutive officer of the Company, and (3) supersede any other verbal or writtenagreements or representations concerning the Option.

 

17.           Official Language.  The official language of the Option and thisAgreement, the Certificate and Plan is English. Documents or notices not originally written in English shall have noeffect until they have been translated into English, and the Englishtranslation shall then be the prevailing form of such documents ornotices.  Any notices or other documentsrequired to be delivered to the Company (or stock option administrator) underthis Notice, shall be translated into English, at Participant’s expense, andprovided promptly to the Company in English (to the attention of the Company’sCorporate Secretary).  The Company mayalso request an untranslated copy of such documents.

 

18.           Signature andValidity.  An executive officer ofthe Company has signed this Agreement electronically on behalf of theCompany.   The Participant is deemed tohave signed this Agreement and agreed to all of its terms by havingelectronically indicated Participant’s acceptance and agreement on theCertificate on the Salomon Smith Barney website at www.benefitaccess.com.  If there is any discrepancy between thenumber of Option Shares shown in the Certificate and the number shown in therecords of the Company’s Corporate Secretary, the records of the Company’sCorporate Secretary shall prevail.

 
| Lawson Software, Inc. |
|-----------------------|
|                  |
|                  |
| By                    | /s/ Jay Coughlan |   |
|                  |   |
|                  | Jay Coughlan, |
|                  | President and Chief Executive Officer |

 

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