Exhibit 10.7


 


RESTRICTED STOCK UNIT AWARD
DOCUMENT


(Performance
based vesting over three years based on achievement of non-GAAP annual revenue &
EPS targets and with six month hold for Section 16 officers)


 


LAWSON
SOFTWARE, INC.


2010 STOCK
INCENTIVE PLAN


 


1.                                       Award of
Restricted Stock Units (RSUs).  Pursuant to the Lawson Software, Inc.
2010 Stock Incentive Plan (the “Plan”), Lawson Software, Inc., a Delaware
corporation (the “Company”) awards (the “Award”) to the participant (“Participant”)
whose name is specified in the separate written Award confirmation provided by
the Company or the Company’s third party administrator (the “Award Confirmation”),
units of restricted common stock (“Common Stock”) of the Company as follows:


 


The
Company awards to Participant the number of “Restricted Stock Units” (or “RSUs”)
shown on the Award Confirmation, subject to the terms and conditions set forth
in the Plan, this Restricted Stock Award Document (“Award Document”) and the
Award Confirmation.  The Award Date for
the Restricted Stock Units is stated on the Award Confirmation.  No shares of Common Stock will be issuable to
Participant under the Award unless and until the Restricted Stock Units vest as
described in the Award Document.  By
participating in the Plan, Participant shall be deemed to have accepted all the
terms and conditions of the Plan and this Award Document and the terms and
conditions of any rules and regulations adopted by the Committee and shall
be fully bound thereby.


 


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


 


2.                                       RSUs Subject to
Plan; Definitions.  The RSUs
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.  The RSUs are
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
in 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 “Retirement”
has the meaning described in Section 2.25 of the Plan.


 


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


 


2.6                                 The term “FY1”
means the fiscal year of the Company during which the Award is made (e.g., if the Award is made in August 2011, FY1 would
mean the fiscal year ending May 31, 2012).


 


2.7                                 The term “FY2”
means the fiscal year of the Company immediately following FY1.


 


2.8                                 The term “FY3”
means the fiscal year of the Company immediately following FY2.


 


2.9                                 The term “Three-Year
Strategic Plan” means the three-year strategic plan approved by the Board of
Directors for FY1, FY2 and FY3 and in effect as of the Award date.


 

















 


2.10                           The term “Target
Non-GAAP Total Revenue for FY1” means the target total revenue of the Company
for FY1, as identified in the Three-Year Strategic Plan, using the foreign
exchange rates in the Three-Year Strategic Plan and non-GAAP adjustments under
the Company’s non-GAAP policy.


 


2.11                           The term “Target
Non-GAAP Total Revenue for FY2” means the target total revenue of the Company
for FY2, as identified in the Three-Year Strategic Plan, using the foreign
exchange rates in the Three-Year Strategic Plan and non-GAAP adjustments under
the Company’s non-GAAP policy.


 


2.12                           The term “Target
Non-GAAP Total Revenue for FY3” means the target total revenue of the Company
for FY3, as identified in the Three-Year Strategic Plan, using the foreign
exchange rates in the Three-Year Strategic Plan and non-GAAP adjustments under
the Company’s non-GAAP policy.


 


2.13                           The term “Actual
Non-GAAP Total Revenue for FY1” means the actual total revenue of the Company
for FY1, as confirmed by the Audit Committee of the Board of Directors using
the same foreign exchange rates as contained in the Three-Year Strategic Plan
and the non-GAAP adjustments under the Company’s non-GAAP policy.


 


2.14                           The term “Actual
Non-GAAP Total Revenue for FY2” means the actual total revenue of the Company
for FY2, as confirmed by the Audit Committee of the Board of Directors using
the same foreign exchange rates as contained in the Three-Year Strategic Plan
and the non-GAAP adjustments under the Company’s non-GAAP policy.


 


2.15                           The term “Actual
Non-GAAP Total Revenue for FY3” means the actual total revenue of the Company
for FY3, as confirmed by the Audit Committee of the Board of Directors using
the same foreign exchange rates as contained in the Three-Year Strategic Plan
and the non-GAAP adjustments under the Company’s non-GAAP policy.


 


2.16                           The term “Target
Non-GAAP Annual EPS for FY1” means the target total earnings per fully diluted
share of the Company’s Common Stock for FY1, as identified in the Three-Year
Strategic Plan, using the foreign exchange rates in the Three-Year Strategic
Plan and the non-GAAP adjustments under the Company’s non-GAAP policy.


 


2.17                           The term “Target
Non-GAAP Annual EPS for FY2” means the target total earnings per fully diluted
share of the Company’s Common Stock for FY2, as identified in the Three-Year
Strategic Plan, using the foreign exchange rates in the Three-Year Strategic
Plan and the non-GAAP adjustments under the Company’s non-GAAP policy.


 


2.18                           The term “Target
Non-GAAP Annual EPS for FY3” means the target total earnings per fully diluted
share of the Company’s Common Stock for FY3, as identified in the Three-Year
Strategic Plan, using the foreign exchange rates in the Three-Year Strategic
Plan and the non-GAAP adjustments under the Company’s non-GAAP policy.


 


2.19                           The term “Actual
Non-GAAP Annual EPS for FY1” means the actual total earnings per fully diluted
share of the Company’s Common Stock for FY1, as confirmed by the Audit
Committee of the Board of Directors using the same foreign exchange rates as
contained in the Three-Year Strategic Plan and the non-GAAP adjustments under
the Company’s non-GAAP policy.


 


2.20                           The term “Actual
Non-GAAP Annual EPS for FY2” means the actual total earnings per fully diluted
share of the Company’s Common Stock for FY2, as confirmed by the Audit
Committee of the Board of Directors using the same foreign exchange rates as
contained in the Three-Year Strategic Plan and the non-GAAP adjustments under
the Company’s non-GAAP policy.


 


2

















 


2.21                           The term “Actual
Non-GAAP Annual EPS for FY3” means the actual total earnings per fully diluted
share of the Company’s Common Stock for FY3, as confirmed by the Audit
Committee of the Board of Directors using the same foreign exchange rates as
contained in the Three-Year Strategic Plan and the non-GAAP adjustments under
the Company’s non-GAAP policy.


 


2.22                           The term “Shares”
means the shares of Common Stock subject to the Award, whether or not those
shares are Vested Shares.


 


2.23                           The term “Vested
Shares” means the Shares with respect to which the RSUs have vested pursuant to
Section 3 below, on a one-for-one basis (for example, if 1,000 RSUs vest
and 300 Vested Shares are withheld to pay the minimum required tax withholdings
(that withheld number will vary depending on the amount of the taxable gain and
applicable tax rates), a net of 700 Vested Shares of Common Stock would be
issued and delivered pursuant to Section 6 below).


 


2.24                           The term “Vesting
Date” means the respective Vesting Date referred to in Sections 3.1, 3.2, 3.3 or
3.4 below.


 


2.25                           The term “Determination
Date” means the respective date on which the Company determines that the RSUs
have vested pursuant to Sections 3.1, 3.2, 3.3 or 3.4 below.


 


2.26                           The term “Delivery
of Vested Shares” is defined in Section 6 below.


 


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


 


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


 


3.                                       Vesting of the
RSUs.  The RSUs identified in the
Award Confirmation will vest and become the right to receive Vested Shares only
as described in Sections 3.1, 3.2, 3.3 or 3.4 below.


 


3.1                                 Vesting Based
on Company Performance for FY1.


 


(a)          6.25% of the RSUs will vest if the Actual Non-GAAP
Total Revenue for FY1 equals or exceeds the Target Non-GAAP Total Revenue for
FY1, subject to Section 3.1(c) below (the Vesting Date).


 


(b)         18.75% of the RSUs will vest
if the Actual Non-GAAP Annual EPS for FY1 equals or exceeds the Target Non-GAAP
Annual EPS for FY1, subject to Section 3.1(c) below (the Vesting
Date).


 


(c)          (1)          If there is a death or
Disability of Participant during or after FY1, the Participant will be eligible
to receive Delivery of Vested Shares for any RSUs that have vested or that
otherwise would have vested but for the death or Disability of Participant
pursuant to Sections 3.1(a) and/or 3.1(b).


(2)          If there is a Retirement of
Participant during FY1, the Participant will be eligible to receive Delivery of
Vested Shares in a pro rata amount (rounded up to the nearest whole share) for
any RSUs that would have vested but for the Retirement of Participant pursuant
to Sections 3.1(a) and/or 3.1(b), based on the number of days that
Participant has been an employee of the Company or any Subsidiary during FY1.


(3)          If a Termination in
Participant’s Service occurs at any time on or before the last day of FY1 that
is not due to death, Disability or Retirement, then there shall be 


 


3

















 


no Delivery of Vested Shares for any RSUs that have otherwise vested
pursuant to Sections 3.1(a) and/or 3.1(b), and all such RSUs shall
automatically be deemed forfeited and terminated.


(4)          If a Termination in
Participant’s Service occurs after the last day of FY1 other than for Cause,
the Participant will be eligible to receive Delivery of Vested Shares for any
RSUs that have vested pursuant to Sections 3.1(a) and/or 3.1(b).


(5)          If a Termination in
Participant’s Service occurs after the last day of FY1 for Cause, then there
shall be no Delivery of Vested Shares for any RSUs that have otherwise vested
pursuant to Sections 3.1(a) and/or 3.1(b), and all such RSUs shall
automatically be deemed forfeited and terminated.


 


3.2                                 Vesting Based
on Company Performance for FY2.


 


(a)          6.25% of the RSUs will vest if the Actual Non-GAAP
Total Revenue for FY2 equals or exceeds the Target Non-GAAP Total Revenue for
FY2, subject to Section 3.2(c) below (the Vesting Date).


 


(b)         18.75% of the RSUs will vest if the Actual Non-GAAP
Annual EPS for FY2 equals or exceeds the Target Non-GAAP Annual EPS for FY2,
subject to Section 3.2(c) below (the Vesting Date).


 


(c)          (1)          If there is a death or
Disability of Participant during or after FY2, the Participant will be eligible
to receive Delivery of Vested Shares for any RSUs that have vested or that
otherwise would have vested but for the death or Disability of Participant
pursuant to Sections 3.2(a) and/or 3.2(b).


(2)          If there is a Retirement of
Participant during FY2, the Participant will be eligible to receive Delivery of
Vested Shares in a pro rata amount (rounded up to the nearest whole share) for
any RSUs that would have vested but for the Retirement of Participant pursuant
to Sections 3.2(a) and/or 3.2(b), based on the number of days that
Participant has been an employee of the Company or any Subsidiary during FY2.


(3)          If a Termination in
Participant’s Service occurs at any time on or before the last day of FY2 that
is not due to death, Disability or Retirement, then there shall be no Delivery
of Vested Shares for any RSUs that have otherwise vested pursuant to Sections
3.2(a) and/or 3.2(b), and all such RSUs shall automatically be deemed
forfeited and terminated.


(4)          If a Termination in
Participant’s Service occurs after the last day of FY2 other than for Cause,
the Participant will be eligible to receive Delivery of Vested Shares for any
RSUs that have vested pursuant to Sections 3.2(a) and/or 3.2(b).


(5)          If a Termination in
Participant’s Service occurs after the last day of FY2 for Cause, then there
shall be no Delivery of Vested Shares for any RSUs that have otherwise vested
pursuant to Sections 3.2(a) and/or 3.2(b), and all such RSUs shall
automatically be deemed forfeited and terminated.


 


3.3                                 Vesting Based
on Company Performance for FY3.


 


(a)          12.5% of the RSUs will vest if the Actual Non-GAAP
Total Revenue for FY3 equals or exceeds the Target Non-GAAP Total Revenue for
FY3, subject to Section 3.3(c) below (the Vesting Date).


 


(b)         37.5% of the RSUs will vest if the Actual Non-GAAP
Annual EPS for FY3 equals or exceeds the Target Non-GAAP Annual EPS for FY3,
subject to Section 3.3(c) below (the Vesting Date).


 


(c)          (1)          If there is a death or
Disability of Participant during or after FY3, the Participant will be eligible
to receive Delivery of Vested Shares for any RSUs that have 


 


4

















 


vested or that otherwise would have vested but for the death or
Disability of Participant pursuant to Sections 3.3(a) and/or 3.3(b).


(2)          If there is a Retirement of
Participant during FY3, the Participant will be eligible to receive Delivery of
Vested Shares in a pro rata amount (rounded up to the nearest whole share) for
any RSUs that would have vested but for the Retirement of Participant pursuant
to Sections 3.3(a) and/or 3.3(b), based on the number of days that
Participant has been an employee of the Company or any Subsidiary during FY3.


(3)          If a Termination in
Participant’s Service occurs at any time on or before the last day of FY3 that
is not due to death, Disability or Retirement, then there shall be no Delivery
of Vested Shares for any RSUs that have otherwise vested pursuant to Sections
3.3(a) and/or 3.3(b), and all such RSUs shall automatically be deemed
forfeited and terminated.


(4)          If a Termination in
Participant’s Service occurs after the last day of FY3 other than for Cause,
the Participant will be eligible to receive Delivery of Vested Shares for any
RSUs that have vested pursuant to Sections 3.3(a) and/or 3.3(b).


(5)          If a Termination in
Participant’s Service occurs after the last day of FY3 for Cause, then there
shall be no Delivery of Vested Shares for any RSUs that have otherwise vested
pursuant to Sections 3.3(a) and/or 3.3(b), and all such RSUs shall
automatically be deemed forfeited and terminated.


 


3.4                                 Automatic
Acceleration of Vesting of RSUs Because of a Change in Control Transaction.


 


(a)          If a Change in Control
Transaction is completed at any time during FY1, then immediately prior to that
Change in Control Transaction (and if Participant is then an employee of the
Company or any Subsidiary), all conditions of vesting will be assumed to have
been met for 100% of the RSUs (the Vesting Date).


 


(b)         If a Change in Control
Transaction is completed at any time during FY2, then immediately prior to that
Change in Control Transaction (and if Participant is then an employee of the
Company or any Subsidiary), all conditions of vesting will be assumed to have
been met for 75% of the RSUs (the Vesting Date).


 


(c)          If a Change in Control
Transaction is completed at any time during FY3, then immediately prior to that
Change in Control Transaction (and if Participant is then an employee of the
Company or any Subsidiary), all conditions of vesting will be assumed to have
been met for 50% of the RSUs (the Vesting Date).


 


4.                                       Termination and
Forfeiture of RSUs.  If any of
the respective vesting conditions described in Sections 3.1, 3.2, 3.3 or 3.4
above have not occurred and may no longer occur, then the portion of RSUs equal
to the percentage of the RSUs associated with that respective vesting condition
will automatically be deemed forfeited and terminated.


 


5.                                       No Transfer of
RSUs.  Except as permitted in Section 15.3
of the Plan, the RSUs cannot be sold, assigned, transferred, gifted, pledged,
hypothecated, or in any manner encumbered or disposed of at any time prior to
the Delivery of the Vested Shares underlying the applicable RSUs (if and when
vesting occurs for those RSUs).


 


6.                                       Delivery of
Vested Shares.


 


6.1                                 Subject to the
restrictions in Section 6.2, the Company shall cause to be issued and
delivered to Participant a certificate or certificates (in electronic form
unless otherwise instructed by the Participant) evidencing the Vested Shares
(if any) under Sections 3.1, 3.2, 3.3 and/or 3.4, and registered in the name of
Participant or in the name of Participant’s legal representatives,
beneficiaries or heirs, as the case may be, promptly after the earlier of
any of the following dates (the “Delivery of Vested Shares”):


 


5

















 


(a)          if Participant is subject to
Section 16 of the U.S. Securities Exchange Act for the Company’s Common
Stock (a “Section 16 Officer”), the date referenced in this Section 6.1(a) is
six months after the Vesting Date applicable to those Vested Shares; if
Participant is not a Section 16 Officer, the date referenced in this Section 6.1(a) is
the Determination Date applicable to those Vested Shares;


 


(b)         the date of Termination of
Participant’s Service, if that date occurs after the Determination Date
applicable to those Vested Shares;


 


(c)          the date of Disability, if
Participant becomes disabled after the Determination Date applicable to those
Vested Shares; or


 


(d)         the date of completion of a
Change in Control Transaction.


 


Notwithstanding
the foregoing, the Delivery of Vested Shares shall not occur later than the March 15
of the calendar year following the year during which the Vesting Date occurred
for those applicable Vested Shares.


 


6.2                                 The issuance of
any Common Stock in accordance with this Award shall only be effective at such
time that the sale or issuance of Common Stock pursuant to this Award Document
will not violate the applicable laws or regulations of any applicable country,
state or other jurisdiction.  The Delivery
of Vested Shares shall be delayed pending compliance with this Section 6.2.


 


6.3                                 Subject to
applicable law, any taxable income will be recognized by Participant on the
Delivery of Vested Shares (based on the Fair Market Value of the Vested Shares
on the date of Delivery of Vested Shares).


 


7.                                       No Rights as
Stockholder.  Prior to
the Participant receiving the Vested Shares underlying the RSUs pursuant to Section 6
above, Participant shall not have ownership or rights of ownership of any
Common Stock underlying the RSUs awarded hereunder.  Participant shall not be entitled to receive
dividend equivalents on the RSUs.


 


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


 


9.                                       Taxes.  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 Award, 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 check (bank check, certified
check or personal check), (ii) having the Company or its Subsidiaries
withhold a portion of the Vested Shares otherwise deliverable to the
Participant 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.  If the Participant does not make a timely
election, the Company will withhold shares in accordance with clause (ii) above.  The Company will not deliver any fractional
Vested Shares but will pay, in lieu thereof, the Fair Market Value of such
fractional Vested Shares.  Participant’s
election under this Section 9 must be made on or before the date that the
amount of tax or other contribution to be withheld is determined.  Participant acknowledges and agrees that
should the shares of 


 


6

















 


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 9, including, without limitation, income tax and social
insurance contributions consequences shall be the sole responsibility of
Participant.


 


10.                                 Participant’s
Employment.  This Award
Document, the MSSB Website and the Plan are not an employment contract.  Nothing contained in this Award Document, the
MSSB Website 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 RSU, 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.


 


11.                                 No Trust or
Fund Created.  Neither the
Plan nor this Award Document shall create or be construed to create a trust or
separate fund of any kind or a fiduciary relationship between the Company or
any Subsidiary and Participant or any other person.  To the extent that any Participant acquires a
right to receive Shares or payments from the Company or any Subsidiary pursuant
to the Award, such right shall be no greater than the right of any unsecured
creditor of the Company or any Subsidiary.


 


12.                                 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 Award 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 12.  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,
RSUs 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 


 


7

















 


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.


 


13.                                 No Right of
Future Awards.  Nothing
contained in this Award Document, the MSSB Website or the Plan shall confer on
Participant any right to receive any additional stock awards 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 equity awards at any time.


 


14.                                 Interpretation
of Terms; General.  The
Committee shall interpret the terms of the Award and this Award Document, the
MSSB Website and Plan and all determinations shall be final and binding.  The Award and this Award Document, the MSSB
Website 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 Award.


 


15.                                 Termination
Indemnities. 
Participation in the Plan by the Participant is voluntary.  The value of the Award under the Plan is an
extraordinary item of compensation outside the scope of Participant’s
employment contract, if any.  As such,
the Award 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 Award represents a
mere investment opportunity to acquire shares of the Company’s Common Stock.


 


16.                                 Private
Placement.  The grant
of the Award 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 Award, 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 Award and the Plan.  In
addition, Participant is encouraged to consult a personal advisor for
professional investment advice (at Participant’s own expense).


 


17.                                 Compliance with
Age Discrimination Rule — Applicable Only to Participants Who Are Subject
to the Laws in the European Union.  The grant of the Award and the terms and
conditions governing the Award 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 Award 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.


 


18.                                 Official
Language.  Unless
prohibited by applicable law:  (a) the
official language of the Award and this Award Document, the MSSB Website 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



 


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Company
in English (to the attention of the Company’s Corporate Secretary).  The Company may also request an untranslated
copy of such documents.


 


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


 


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