**Exhibit10.18**

 

**STOCKOPTION AGREEMENT**

 

**LAWSONSOFTWARE, INC.**

**2001STOCK INCENTIVE PLAN**

 

1.             OptionGrant and Option Exercise Price. Pursuant to the Lawson Software, Inc. 2001 Stock Incentive Plan (the “Plan”),Lawson Software, Inc., a Delaware corporation (the “Company”) grants to theparticipant (“Participant”) whose name is specified on the Certificate of StockOption Grant on the Salomon Smith Barney website at www.benefitaccess.com (the “Certificate”),an option to purchase shares of common stock (“Common Stock”) of the Company asfollows:

 

The Company grants toParticipant an option (the “Option” or “Stock Option”) to purchase the numberof full shares of Common Stock shown on the Certificate (the “Shares”) at anexercise and purchase price in United States dollars (the “Grant Price”) perOption Share equal to the Grant Price listed on the Certificate (which is theclosing price for the Common Stock on Nasdaq (symbol:  LWSN) on the Grant Date), subject to theterms and conditions set forth in the Plan, this Stock Option Agreement (“Agreement”)and the Certificate.  The Grant Date ofthis Stock 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,” as identified on the Certificate under“Type of Stock Option.”

 

2.             OptionSubject to Plan; Definitions.  ThisStock Option and its exercise are subject to the terms and conditions of thePlan, and the terms of the Plan shall control to the extent not otherwiseinconsistent with the provisions of this Agreement.  This Stock Option is subject to any rulespromulgated pursuant to the Plan by the Board of Directors of the Company orthe Committee.  The capitalized terms nototherwise defined in this Agreement have the same meanings assigned to them inthe 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 be cured within 10 days after written notice from the Companyto Participant; (2) any violation by Participant of the Company’s or a Subsidiary’spolicies, rules or regulations that has a material adverse effect on theCompany or any Subsidiary (as reasonably determined by the Company) and whichis not or cannot be cured within 10 days after written notice from the Companyto Participant; (3) commission of any act of fraud, embezzlement or dishonestyby Participant that is materially injurious to the Company or any Subsidiary(as reasonably determined by the Company); or (4) any other intentionalmisconduct by Participant adversely affecting the business or affairs of theCompany or any Subsidiary in any material manner (as reasonably determined bythe Company). 

 

2.2                                 Theterm “Change in Control Transaction” means (1) 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

 

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a tender offer, exchangeoffer or  merger,  consolidation or other business combinationwith another corporation and as a result of such tender offer, exchange offer,merger, consolidation or combination less than 50% of the outstanding votingsecurities of the surviving or resulting corporation shall be owned in theaggregate by the former stockholders of the Company, other than affiliates(within the meaning of the Securities Exchange Act of 1934, as amended (the “ExchangeAct”)) of any party to such merger or consolidation, as the same shall haveexisted immediately prior to such merger or consolidation, (3) the Companyshall have entered into a definitive agreement to sell substantially all of itsassets to another corporation which is not a direct or indirect wholly ownedsubsidiary 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 Agreement) of theExchange Act, shall acquire 50% or more of the outstanding voting securities ofthe Company (whether directly, indirectly, beneficially or of record) (for purposeshereof, ownership of voting securities shall take into account and shallinclude ownership as determined by applying the provisions of Rule 13d-3(d)(1)(i)as in effect on the date of this Agreement) pursuant to the Exchange Act, or(5) individuals who constitute the Company’s Board of Directors on the date ofthis Agreement (the “Incumbent Board”) cease for any reason to constitute atleast a majority thereof, provided that any person becoming a directorsubsequent to the date of this Agreement whose election, or nomination forelection 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 thisclause (5), considered as though such person were a member of the IncumbentBoard. 

 

2.3                                 Theterm “Disability” means Termination of Participant’s Service because of apermanent disability as defined under any retirement plan of the Company or itsSubsidiaries.

 

2.4                                 Theterm “Fair Market Value” has the meaning described in Section 6 of thePlan.

 

2.5                                 Theterm “Retirement” means Termination of Participant’s Service (1) at or afterage 55 provided Participant has been employed by the Company or itsSubsidiaries for at least ten years or (2) at or after age 62.

 

2.6                                 Theterm “Subsidiary” or “Subsidiaries” means a subsidiary corporation of theCompany as defined in the Plan.

 

2.7                                 Theterm “Termination of Participant’s Service” means the last day of Participant’sregular full time or part time employment with the Company and its Subsidiaries.

 

3.             Vestingand Acceleration of Vesting.  Exceptas specifically 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 due to 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 the full number of Shares remaining under theOption, whether or not vested, during the applicable time period

 

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in Section 4below.  If there is a Termination ofParticipant’s Service initiated by the Company or any Subsidiary (or successor)other than for Cause within 90 days after a consummated Change in ControlTransaction, the vesting dates in the Certificate will be accelerated one year(e.g. the number of vested Shares will be the same number as would have beenvested one year after the employment termination date had that termination notoccurred).  The Company’s leave ofabsence procedure concerning stock options, that is in effect as of the date ofthis Agreement, will also govern the vesting of the Option during a Companyapproved leave of absence.  

 

4.             Terminationand Forfeiture.  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. All or any portion of the Stock Option that is not vested on the date ofTermination of Participant’s Service will be forfeited on that date (unlesstermination is due to death, Disability or Retirement).  The unexercised portion of the Stock Optionthat is vested will automatically terminate and be forfeited at the first ofthe 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.

 

5.             NoFractional Shares.  This Stock Optionmay be exercised 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.             Mannerof Exercise.  Before the end of theOption Period, this Stock Option may be exercised only by Participant (or byParticipant’s guardian or legal representative, or by Participant’s estate (ifParticipant is deceased)) up to the extent then vested and exercisable bydelivering to the Company’s stock option administrator an irrevocable notice ofexercise in the form required by the Company. The notice of exercise shall state the number of Shares for which theOption is being exercised and shall be accompanied by payment in full of theGrant  Price for those Shares (under Section 7below) and applicable tax withholdings (under Section 10 below).

 

7.             Paymentof Grant Price.  Participant may paythe Grant Price by wire transfer or check (bank check, certified check orpersonal check) or by delivering to the Company for cancellation, in accordancewith the rules of the Committee, shares of Common Stock which have a FairMarket Value in United States dollars equal to the Grant Price and which either(i) were purchased on a national stock exchange or on the NASDAQ NMS system or(ii) have been issued and outstanding more than six months.  The Grant Price is payable in United Statesdollars.  

 

8.             Deliveryof Shares.  The Company will deliverto Participant the Shares (either in certificate or electronic form asrequested by Participant) promptly after proper exercise of the Option andreceipt of the Grant Price and applicable tax withholdings.  Notwithstanding any provision in thisAgreement to the contrary, the obligation of the Company to deliver Shares is

 

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subject to the conditionthat if at any time the Committee shall determine in its discretion that thelisting, registration, or qualification of the Stock Option or the Shares uponany securities 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 shallhave been effected or obtained free of any conditions not reasonably acceptableto the Committee. 

 

9.             TaxRequirements for 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 either twoyears from the Grant Date of such Incentive Stock Option or one year from thetransfer of Shares to Participant pursuant to the exercise of such IncentiveStock Option.  If a DisqualifyingDisposition occurs, the tax requirements described in Section 10 willapply.

 

10.           TaxRequirements and Withholdings for Nonqualified Stock Options.  This Section 10 will apply only if thisStock Option is identified as a Nonqualified Stock Option on the Certificate oris considered a Nonqualified Stock Option under Section 9 above.  In order to provide the Company and itsSubsidiaries with the opportunity to claim the benefit of any income tax deductionin any jurisdiction which may be available to it upon the exercise of theNonqualified Stock Option, and in order to comply with all applicable incometax laws or regulations of any applicable country, state or other jurisdiction,the Company and its Subsidiaries may take such action as it deems appropriateto ensure that, if necessary, all applicable payroll, withholding, income, NICor other taxes (of any applicable country, state or other jurisdiction) arewithheld or collected from Participant. Participant may elect to satisfy Participant’s minimum income taxwithholding obligations under such laws or regulations upon exercise of theOption by (i) paying that amount by wire transfer or check (bank check,certified check or personal check), (ii) having the Company or its Subsidiarieswithhold a portion of the shares of Shares otherwise to be delivered uponexercise of such Option having a Fair Market Value in United States dollars (onthe date of exercise of Option) equal to the minimum amount of such taxesrequired to be withheld on such exercise, in accordance with the rules of theCommittee, or (iii) delivering to the Company for cancellation, in accordancewith the rules of the Committee, shares of Common Stock which have a FairMarket Value equal to such tax withholdings and which either (a) were purchasedon a national stock exchange or on the NASDAQ NMS system or (b) have beenissued and outstanding more than six months. The Company may, at its discretion, require Participant to pay the withholdingtaxes under clause (i) above in lieu of the alternatives in clauses (ii) or(iii) above.

 

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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 not withany 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.           Impacton Employment Status.  ThisAgreement, the Certificate and the Plan are not an employment contract.  Nothing contained in this Agreement, theCertificate or the Plan shall confer on Participant any right to continue inthe employ of the Company or any Subsidiary or other affiliate of the Companyor affect in any way the right of the Company or any Subsidiary or otheraffiliate to terminate the employment of Participant 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.

 

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

 

15.           Consentto Internal Use of Personal Data. Participant consents to the Company’s and its Subsidiaries’ (and theCompany’s stock option administrator) receiving and using personal data relatedto Participant for employment-related purposes only and for gathering andmaking required reports to government authorities. 

 

15.           NoRight of Future Stock Option Grants. Nothing contained in this Agreement, the Certificate or the Plan shallconfer on Participant any right to receive any additional stock options in thefuture from the Company, Subsidiary or any other affiliate of the Company oraffect in any way the right of the Company, Subsidiary or any other affiliateto terminate the granting of stock options at any time.

 

16.           Interpretationof Terms; General.  The Committeeshall interpret the terms of the Option and this Agreement, the Certificate andPlan and all determinations shall be final and binding.  The Option and this Agreement, theCertificate 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 representationsconcerning the Option.

 

17.           OfficialLanguage.  The official language ofthe Option and this Agreement, the Certificate and Plan is English.  Documents or notices not originally writtenin English shall have no effect until they have been translated into English,and the English translation shall then be the prevailing form of such documentsor notices.  Any notices or otherdocuments required to be delivered to the Company (or stock optionadministrator) under this Notice, shall be translated into English, atParticipant’s expense, and provided promptly to the Company in English (to the

 

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attention of theCompany’s Corporate Secretary).  TheCompany may also request an untranslated copy of such documents.

 

18.           Signatureand Validity.  An executive officerof the 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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