Exhibit 10.4


 


STOCK OPTION AWARD
DOCUMENT


(Three Month Post-Termination Exercise Window)


 


LAWSON SOFTWARE, INC.


2010
STOCK INCENTIVE PLAN


 


1.             Option Grant and Option
Exercise Price.  Pursuant to
the Lawson Software, Inc. 2010 Stock Incentive Plan (the “Plan”), Lawson
Software, Inc., a Delaware corporation (the “Company”) grants to the
participant (“Participant”) whose name is specified in the separate written
award confirmation by the Company or the Company’s third party administrator
(the “Award Confirmation”), an option to purchase 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 of Common Stock shown on the Award Confirmation
(the “Shares”) at an exercise and purchase price in United States dollars (the “Grant
Price”) per Option Share equal to the Grant Price listed on the Award
Confirmation (which is the closing price for the Common Stock on Nasdaq
(symbol:  LWSN) on the Grant Date or the
closing price on the trading day immediately preceding the Grant Date if the
Grant Date does not occur on a trading day), subject to the terms and
conditions set forth in the Plan, this Stock Option Award Document (the “Award
Document”) and the Award Confirmation. 
The Grant Date of this Stock Option is stated on the Award
Confirmation.  The Option will be in
effect commencing on the Grant Date and terminating on the Grant Expiration
Date listed on the Award Confirmation or such earlier date and time described
in this Award Document (the “Option Period”). 
This Option is an “Incentive Stock Option (ISO)” or a “Nonqualified
Stock Option (NQ),” as identified on the Award Confirmation under “Grant Type”
(or similar designation).


 


This
Award Document is the “Agreement,” as referred to the Plan, which contains the
terms and conditions of the Stock Option.


 


2.             Option Subject to Plan;
Definitions.  This Stock
Option and its exercise are subject to the terms and conditions of the Plan,
and the terms of the Plan shall control to the extent not otherwise
inconsistent with the provisions of this Award Document.  This Stock Option is subject to any rules promulgated
pursuant to the Plan by the Board of Directors of the Company or the
Committee.  The capitalized terms not
otherwise defined in this Award Document have the same meanings assigned to
them in the Plan.


 


2.1           The term “Cause” has the
meaning described in Section 2.3 of the Plan.


 


2.2           The term “Change of Control”
has the meaning described in Section 2.4 of the Plan.


 


2.3           The term “Disability” has
the meaning described in Section 2.9 of the Plan.


 


2.4           The term “Fair Market Value”
has the meaning described in Section 2.12 of the Plan.


 


2.5           The term “Good Reason” has
the meaning described in Section 2.13 of the Plan.


 


2.6           The term “Retirement” has
the meaning described in Section 2.25 of the Plan.


 


2.7           The term “Subsidiary” or “Subsidiaries”
has the meaning described in Section 2.29 of the Plan.


 

















 


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


 


2.9           The term “Years
of Service” means the number of years of full time and part time employment
(including any approved leaves of absence) with the Company and any Subsidiary,
and any predecessor of the Company or any Subsidiary.


 


3.             Vesting and Acceleration of
Vesting.  Except as specifically
provided in this Award Document and the Plan, this Stock Option will vest and
first become exercisable on the respective vesting dates specified in the Award
Confirmation, but only if Participant has at all times been a regular full time
or part time employee of the Company or any Subsidiary from the Grant Date to
the applicable vesting date.  Vested Option
Shares may be exercised and purchased during the Option Period, until
termination under Section 4 below. 
No vesting of the Option shall occur after Termination of Participant’s
Service, 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 or Disability.  If there is a Termination of Participant’s
Service because of Participant’s death or Disability, then all outstanding
Options will vest in accordance with Section 12.1 of the Plan (as
applicable to the Options).


 


3.2           Acceleration of Vesting Upon
Retirement. If there is a Termination of Participant’s Service
because of Participant’s Retirement, then the outstanding Options will vest in
accordance with Section 12.2 of the Plan (as applicable to the Options).


 


3.3           Effect of a Change in
Control Transaction.  In the
event of a Change in Control transaction, the outstanding Options will vest in
accordance with Section 14.2 of the Plan (as applicable to the Options).


 


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


 


4.             Termination and Forfeiture.  The Stock Option, whether or not vested,
automatically expires at 5:00 p.m. United States Central Time on the Grant
Expiration Date which in no event will exceed ten years from the Grant Date,
unless terminated on an earlier date as described in this Award Document or the
Plan.  No vesting of the Stock Option
shall occur after the date of Termination of Participant’s Service and all such
unvested Option Shares will be forfeited as of 5:01 p.m. United States
Central on the date of Termination of Participant’s Service.  The unexercised portion of the Stock Option
that is vested will automatically terminate and be forfeited at the first of
the following to occur:


 


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


(2)           5:00 p.m.
United States Central Time on the date that is three months after Termination
of Participant’s Service by Participant for Good Reason or for any other reason
or no reason, or by the Company other than for Cause;


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


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


 


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


 

















 


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


 


7.             Payment of Grant Price.  Participant may pay the Grant Price by wire
transfer or check (bank check, certified check or personal check) or in whole
or in part by (i) tender of a Broker Exercise Notice, (ii) by tender,
or attestation as to ownership, of Previously Acquired Shares that have been
held for the period of time necessary to avoid a charge to the Company’s
earnings for financial reporting purposes, (iii) by a “net exercise” of
the Option (as further described below) or (iv) by a combination of such
methods.  In the case of a “net exercise”
of an Option, the Company will not require a payment of the Grant Price of the
Option from the Participant but will reduce the number of shares of Common
Stock issued upon the exercise by the largest number of whole shares that has a
Fair Market Value that does not exceed the aggregate Grant Price for the shares
exercised under this method. Shares of Common Stock will no longer be
outstanding under an Option (and will therefore not thereafter be exercisable)
following the exercise of such Option to the extent of (a) shares used to
pay the Grant Price of an Option under the “net exercise,” (b) shares
actually delivered to the Participant as a result of such exercise and
(c) any shares withheld for purposes of tax withholding pursuant to
Section 10 below.  Previously
Acquired Shares tendered or covered by an attestation as payment of an Option
Grant Price will be valued at their Fair Market Value on the exercise date.


 


8.             Delivery of Shares.  The Company will deliver to Participant the
Shares (either in certificate or electronic form as requested by Participant)
promptly after proper exercise of the Option and receipt of the Grant Price and
applicable tax withholdings. 
Notwithstanding any provision in this Award Document to the contrary,
the obligation of the Company to deliver Shares is subject to the condition
that if at any time the Committee shall determine in its discretion that the
listing, registration, or qualification of the Stock Option or the Shares upon
any securities exchange or under any applicable law, or the consent or approval
of any governmental regulatory body, is necessary as a condition of, or in
connection with, the Stock Option or the issuance or purchase of Shares
thereunder, then the Stock Option may not be exercised in whole or in part
unless such listing, registration, qualification, consent or approval shall
have been effected or obtained free of any conditions not reasonably acceptable
to the Committee.


 


9.             Tax Requirements for
Incentive Stock Options; Disqualifying Disposition.  This Section 9 will apply only if this
Stock Option is identified as an Incentive Stock Option or ISO on the Award
Confirmation.  If this Section 9
applies, then subject to the provisions of the Plan, this Stock Option is an
Incentive Stock Option.  To the extent
the number of Shares exceeds the limit set forth in Section 4 of the Plan,
such Shares shall be deemed granted pursuant to a Nonqualified Stock
Option.  In such event, then unless
otherwise indicated by Participant in the notice of exercise pursuant to Section 6
above, upon any exercise of this Stock Option, the number of exercised Shares
that shall be deemed to be exercised pursuant to an Incentive Stock Option
shall equal the total number of Shares so exercised multiplied by a fraction, (a) the
numerator of which is the number of unexercised Option Shares that could then
be exercised pursuant to an Incentive Stock Option and (b) the denominator
of which is the then total number of unexercised Option Shares that could then
be exercised.  If Common Stock acquired
upon exercise of this Stock Option is disposed of by Participant in a “Disqualifying
Disposition,” such Participant shall notify the Company in writing within 30
days after such disposition of the date and terms of such disposition.  For purposes hereof, “Disqualifying
Disposition” means a disposition of Common Stock that is acquired upon the
exercise of an Incentive Stock Option prior to the expiration of either two
years from the Grant Date of such Incentive Stock Option or one year from the
transfer of Shares to Participant pursuant to the exercise of such Incentive
Stock Option.  If a Disqualifying
Disposition occurs, the tax requirements described in Section 10 will
apply.


 

















 


10.           Tax Requirements and
Withholdings for Nonqualified Stock Options.  This Section 10 will apply only if this
Stock Option is identified as a Nonqualified Stock Option or NQ on the Award
Confirmation or is considered a Nonqualified Stock Option under Section 9
above.  To provide the Company with the
opportunity to claim the benefit of any tax deduction which may be available to
it in connection with the Option, and to comply with all applicable income tax
and social insurance contribution laws or regulations of any applicable
country, state or other jurisdiction, the Company and its Subsidiaries may take
such action as it deems appropriate to ensure that all applicable payroll,
income tax, social insurance contributions or other tax withholding obligations
are withheld or collected from Participant. 
Unless otherwise provided by the Committee in its sole discretion and
except as prohibited under local law, Participant may elect to satisfy
Participant’s minimum income tax and social insurance contributions withholding
obligations by (i) paying that amount by wire transfer or check (bank check,
certified check or personal check), (ii) having the Company or its Subsidiaries
withhold a portion of the shares otherwise to be delivered upon exercise of the
Option having a Fair Market Value in United States dollars equal to the minimum
amount of such taxes required to be withheld, in accordance with the rules of
the Committee, or (iii) delivering to the Company for cancellation, in
accordance with the rules of the Committee, shares of Common Stock which
have a Fair Market Value equal to Participant’s minimum income tax and social
insurance contributions withholding obligations and which either (a) were
purchased on a national stock exchange or on the NASDAQ NMS system or (b) have
been issued and outstanding more than six months.  Participant acknowledges and agrees that
should the shares of Common Stock withheld for income tax and social insurance
contributions purposes be in excess of the amounts required to be withheld
under applicable law, the Company shall refund the excess to Participant,
without interest, as soon as administratively practicable.  Any adverse consequences to Participant
resulting from the procedure permitted under this Section 10, including,
without limitation, income tax and social insurance contributions consequences,
shall be the sole responsibility of Participant.


 


11.           Private
Placement.  The grant of
the Stock Option is not intended to be a public offering of securities in
Participant’s country but instead is intended to be a private placement.  The Company has not submitted any
registration statement, prospectus or other filings other than in the United
States (unless otherwise required under local law).  No employee of the Company
or any of the Company’s affiliates is permitted to advise Participant about
whether or not to acquire shares of the Company’s common stock under the
Plan.  Investment in the shares of the
Company involves a degree of risk. 
Before deciding to acquire shares pursuant to the Option, Participant
should carefully consider all risk factors relevant to the acquisition of the
Company’s common stock under the Plan and carefully review all of the materials
related to the Option and the Plan.  In
addition, Participant is encouraged to consult a personal advisor for
professional investment advice (at Participant’s own expense).


 


12.           Participant’s Employment.  This
Award Document, the Award Confirmation and the Plan are not an employment
contract.  Nothing contained in this
Award Document, the Award Confirmation or the Plan shall confer on Participant
any right to continue in the employ of the Company or any Subsidiary or other
affiliate of the Company or affect in any way the right of the Company or any
Subsidiary or other affiliate to terminate the employment of Participant at any
time.  No Stock Option, compensation or
benefit awarded to or realized by Participant under the Plan or this Award
Document shall be included for the purpose of computing Participant’s
compensation under any incentive compensation plan or any compensation-based
retirement, disability or similar plan of the Company unless required by law or
otherwise provided by such other plan.


 


13.           Adjustments.  The Committee may adjust the Award in the
event of any equity restructuring as provided in Section 4.3 of the Plan.


 

















 


14.           Non-Transferability of
Option.  This Stock Option is not
assignable or transferable by Participant except only as permitted in Section 15.3
of the Plan.


 


15.           Consent to
Collection/Processing/Transfer of Personal Data.  Pursuant
to applicable personal data protection laws, the Company hereby notifies
Participant of the following in relation to Participant’s personal data and the
collection, processing and transfer of such data in relation to the Company’s
grant of the Option and participation in the Plan by Participant.  The collection, processing and transfer of
Participant’s personal data is necessary for the Company’s administration of
the Plan and participation in the Plan by Participant, and Participant’s denial
and/or objection to the collection, processing and transfer of personal data
may affect participation in the Plan by Participant.  As such, Participant voluntarily acknowledges
and consents (where required under applicable law) to the collection, use,
processing and transfer of personal data as described in this Section 15.  The Company and Participant’s employer hold
certain personal information about Participant, including Participant’s name,
home address and telephone number, date of birth, social security number or
other employee identification number, salary, nationality, job title, any
shares of Stock or directorships held in the Company, details of all options,
restricted stock units or any other entitlement to shares of Stock awarded,
canceled, purchased, vested, unvested or outstanding in Participant’s favor,
for the purpose of managing and administering the Plan (“Data”).  The Data may  be provided by Participant or collected, where
lawful, from third parties, and the Company will process the Data for the
exclusive purpose of implementing, administering and managing participation in
the Plan by Participant.  The Data
processing will take place through electronic and non-electronic means
according to logics and procedures strictly correlated to the purposes for
which Data are collected and with confidentiality and security provisions as
set forth by applicable laws and regulations in Participant’s country of
residence.  Data processing operations
will be performed minimizing the use of personal and identification data when
such operations are unnecessary for the processing purposes sought.  Data will be accessible within the Company’s
organization only by those persons requiring access for purposes of the
implementation, administration and operation of the Plan and for participation
in the Plan by Participant.  The Company
and Participant’s employer will transfer Data amongst themselves as necessary
for the purpose of implementation, administration and management of
participation in the Plan by Participant, and the Company and Participant’s
employer may each further transfer Data to any third parties assisting the
Company in the implementation, administration and management of the Plan.  These recipients may be located in the
European Economic Area, or elsewhere throughout the world, such as the United
States.  Participant hereby authorizes
(where required under applicable law) them to receive, possess, use, retain and
transfer the Data, in electronic or other form, for purposes of implementing,
administering and managing participation in the Plan by Participant, including
any requisite transfer of such Data as may be required for the administration
of the Plan and/or the subsequent holding of shares of Stock on Participant’s
behalf to a broker or other third party with whom Participant may elect to
deposit any shares of Stock acquired pursuant to the Plan.  Participant may, at any time, exercise
Participant’s rights provided under applicable personal data protection laws,
which may include the right to (a) obtain confirmation as to the existence
of the Data, (b) verify the content, origin and accuracy of the Data, (c) request
the integration, update, amendment, deletion, or blockage (for breach of
applicable laws) of the Data, and (d) to oppose, for legal reasons, the
collection, processing or transfer of the Data which is not necessary or
required for the implementation, administration and/or operation of the Plan
and participation in the Plan by Participant. 
Participant may seek to exercise these rights by contacting the local
Human Resources manager or the Company’s Human Resources Department.


 


16.           No Right of Future Stock
Option Grants.  Nothing
contained in this Award Document, the Award Confirmation or the Plan shall
confer on Participant any right to receive any additional stock options in the
future from the Company, Subsidiary or any other affiliate of the Company or
affect in any way the right of the Company, Subsidiary or any other affiliate
to terminate the granting of stock options at any time.


 


17.           Interpretation of Terms; General.  The
Committee shall interpret the terms of the Option and this Award Document, the
Award Confirmation and Plan and all determinations shall be final and
binding.  The Option and this Award
Document, the Award Confirmation and Plan (1) are governed by the laws of
the


 

















 


State of Minnesota, (2) may
be amended only in writing, signed by an executive officer of the Company, and (3) supersede
any other verbal or written agreements or representations concerning the
Option.


 


18.           Termination Indemnities.  Participation in the Plan by the Participant
is voluntary.  The value of the Option
under the Plan is an extraordinary item of compensation outside the scope of
Participant’s employment contract, if any. 
As such, the Option is not part of normal or expected compensation for
purposes of calculating any severance, resignation, redundancy, end of service
payments, bonuses, long-service awards, pension, or retirement benefits or
similar payments.  Rather, the Option
represents a mere investment opportunity to acquire shares of the Company’s
common stock.


 


19.           Compliance with Age
Discrimination Rule — Applicable Only to Participants Who Are Subject to
the Laws in the European Union.  The grant of the Option and the terms and
conditions governing the Option are intended to comply with the age
discrimination provisions of the European Union (EU) Equal Treatment Framework
Directive, as implemented into local law (the “Age Discrimination Rules”), for
any Participant who is subject to the laws in the EU.  To the extent a court or tribunal of
competent jurisdiction determines that any provision of the Option is invalid
or unenforceable, in whole or in part, under the Age Discrimination Rules, the
court or tribunal, in making such determination, shall have the power and
authority to revise or strike such provision to the minimum extent necessary to
make it valid and enforceable to the full extent permitted under local law.


 


20.           Official Language.  Unless prohibited by applicable law:  (a) the official language of the Option
and this Award Document, the Award Confirmation and Plan is English, (b) documents
or notices not originally written in English shall have no effect until they
have been translated into English, and the English translation shall then be
the prevailing form of such documents or notices and (c) any notices or other
documents required to be delivered to the Company (or equity plan
administrator) under this Award Document, shall be translated into English, at
Participant’s expense, and provided promptly to the Company in English (to the
attention of the Company’s Corporate Secretary).  The Company may also request an untranslated
copy of such documents.


 


21.           Binding Terms.  By accepting any of the benefits of the Stock
Option, the Participant will be deemed to have agreed to comply with all of the
terms and conditions of the Plan (as applicable to the Stock Option), this
Award Document and the Award Confirmation. 
If there is any discrepancy between the number of Option Shares shown in
the Award Confirmation and the number shown in the records of the Company’s
Corporate Secretary, the records of the Company’s Corporate Secretary shall
prevail.