Exhibit 10.4

LAWSON SOFTWARE, INC.  2001 EMPLOYEE STOCK PURCHASE PLAN  (amended and restated as of December 17, 2002)

ARTICLE I. INTRODUCTION

SECTION 1.01Purpose.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 1.02Rules 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 1.03Definitions.For purposes of the Plan, the following terms will have the meanings set forth
below:



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ARTICLE II. ELIGIBILITY AND PARTICIPATION

SECTION 2.01Eligible 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 VI, 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 2.02Participation.All Regular Full-Time Employees as of the first business day of
the Initial Offering Period who are resident in the United States and all other eligible employees designated by
the Committee pursuant to Section 2.01 shall be automatically enrolled as a Participant in the Plan for the Initial Offering Period. Thereafter, an eligible Regular Full-Time
Employee may elect to participate in the Plan for a given Purchase Period by filing with his or her Employer 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); provided that any Regular Full-Time Employee who first becomes eligible to
be a Participant on or after the first business day of a Purchase Period may elect to participate in the Plan and begin payroll deductions as of April 1 and October 1 of each year (an
"Interim Enrollment Date"), if the Participant files an election in accordance with the terms and conditions imposed by the Company prior to the applicable Interim Enrollment Date.

SECTION 2.03Limits 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 2.04Voluntary 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 3.01Deduction from Pay.Except for the Initial Purchase Period, 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 an Offering 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.

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In
the event that during a Offering Period the entire credit balance in a Participant's Stock Purchase Account exceeds the product of (a) 85% of the Fair Market Value of the
Common Stock on the first business day of that Offering Period and (b) a maximum amount as shall be set by the Committee, then payroll deductions for such Participant shall automatically cease,
and shall resume on the first pay period of the next Offering Period.

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

SECTION 3.03Interest.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 3.04Nature 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 3.05Additional Contributions.Except during the Initial Purchase Period, a Participant may not
make any payment into the Stock Purchase Account other than the payroll deductions made pursuant to the Plan. During the Initial Purchase Period, a Participant may contribute up to fifteen percent
(15%) of the Participant's Current Compensation during the Initial Purchase Period to the Participant's Stock Purchase Account by delivery of a personal check or money order to the Company.
Contributions to a Participant's Stock Purchase Account during the Initial Purchase Period must be made on or prior to February 1, 2002. Any Participant's contribution shall be credited to the
Participant's Stock Purchase Account and such funds shall be held by the Company on the terms and conditions of this Article III.

ARTICLE IV. RIGHT TO PURCHASE SHARES

SECTION 4.01Number of Shares.Each Participant will have the right to purchase on the last business day
of the Purchase Period all, but not less than all, of the largest number of whole shares of Stock that can be purchased at the price specified in Section 4.02 with the entire credit balance in
the Participant's Stock Purchase Account, 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 Offering Period, may be purchased under the Plan by any one Participant for a given Offering 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 Offering 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 Offering Period to exceed the number specified in Section 10.04, however, each Participant shall be allocated a pro rata portion of the Stock to be sold.

SECTION 4.02Purchase Price.The purchase price for any Purchase Period will be determined as follows:



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ARTICLE V. EXERCISE OF RIGHT

SECTION 5.01Purchase of Stock.On the last business day of a Purchase Period, the entire credit balance
in each Participant's Stock Purchase Account will be used to purchase the largest number of whole 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 Committee in its sole discretion impose, an election to receive the entire
credit balance in cash.

SECTION 5.02Cash 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 (30) days after the end of that Purchase Period; provided, however, that if the amount remaining in
the Participant's Stock Purchase Account at the end of a Purchase Period results from the fact that such amount was not sufficient to purchase a whole share of Stock, such amount will be transferred
to the Participant's Stock Purchase Account for the immediately succeeding Purchase Period.

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SECTION 5.03Notice 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 6.01Voluntary 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 within thirty (30) 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 that Purchase period, and in accordance with such terms and
conditions as the Company may impose, an election for such purpose.

SECTION 6.02Death.Participation in the Plan will cease on the date of the Participant's death, and the
entire credit balance in the Stock Purchase Account will be paid to the Participant's estate in cash within thirty (30) days. Each Participant, however, may designate one or more beneficiaries
who, upon death, are to receive the amount that otherwise would have been paid to the Participant's estate and 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 in writing and filed with the Participant's Company during the Participant's lifetime. 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 6.03Termination of Employment.Participation in the Plan will end on the date the Participant
ceases to be a Regular Full-Time Employee for any reason other than death. In such event, the entire credit balance in the Participant's Stock Purchase Account will be paid to the
Participant in cash within thirty (30) 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. NONTRANSFERABILITY

SECTION 7.01Nontransferable 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 7.02Nontransferable 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 VIII. STOCK CERTIFICATES

SECTION 8.01Issuance of Purchased Shares.Within thirty (30) 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 Plan pursuant to Section 8.04 of the Plan.

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SECTION 8.02Securities 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 8.03Completion of Purchase.A Participant will have no interest in the Stock purchased until
such Stock is issued for the benefit of the Participant pursuant to the Plan.

SECTION 8.04Form of Ownership.The shares representing Stock issued under the Plan will be held in the
Plan 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 8.05 of the Plan.

SECTION 8.05Delivery.Within thirty (30) days after the last business day of each Purchase
Period, 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.

ARTICLE IX. EFFECTIVE DATE AND AMENDMENT  OR TERMINATION OF PLAN

SECTION 9.01Effective Date.The Plan will become effective as of the date on which the Company's Common
Stock shall become registered pursuant to the Securities Exchange Act of 1934, as amended, but only if the Plan is previously approved by the Company's stockholders.

SECTION 9.02Powers 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 11.01, (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 9.03Automatic Termination.The Plan will terminate automatically five (5) years from the
effective date. The Board may by resolution extend the Plan for one or more additional periods of five years each.

ARTICLE X. ADMINISTRATION

SECTION 10.01Appointment 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 10.02Powers 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.

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SECTION 10.03Power 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 10.04Stock 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 11.01, 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 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 Offering
Period.

SECTION 10.05Notices.Notices to the Committee should be addressed as follows:



ARTICLE XI. ADJUSTMENT FOR CHANGES IN STOCK OR COMPANY

SECTION 11.01Stock 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 11.02Merger 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 XII. 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.

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