Exhibit 10.5


 


NONQUALIFIED  STOCK OPTION AWARD DOCUMENT


(For Non-Employee Directors)


 


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 provided 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 a “Nonqualified Stock Option (NQ),” as identified on the
Award Confirmation under “Type of Stock Option.”


 


This
Award Document is the “Agreement,” as referred to the Plan, which contains the
terms andconditions of the Stock Option. 
The Stock Option is subject to any rules promulgated pursuant to
the Plan by the Board of Directors of the Company or the Committee.


 


2.             Option Period; Immediate
100% Vesting.  The Stock
Option expires on the earlier of:  (a) two
(2) years after Participant is no longer a member of the Board of
Directors of the Company or its successor or (b) seven years after the
Grant Date (the “Option Period”).  The
Stock Option is 100% vested and immediately exercisable in full or in part at
any time, and from time to time, throughout the Option Period.  The Company is not responsible to notify the
Participant about Option expiration dates.


 


3.             Manner of Exercise.  Before the end of the Option Period, the 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))
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 4
below).


 


4.             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


 


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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 6 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.


 


5.             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.  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.


 


6.             Tax Considerations.  Based on the tax jurisdiction that is
applicable to Participant, Participant is responsible for payment of any
personal income taxes (or other personal taxes) that arise based on the Option
and Shares issued upon exercise of the Option. 
If the Participant is subject to taxation under the United States
Internal Revenue Code, the Option will be considered a non-qualified stock
option and not an “incentive stock option” under the United States Internal
Revenue Code Section 422.  In order
to provide the Company and its Subsidiaries with the opportunity to claim the
benefit of any income tax deduction in any jurisdiction which may be available
to it upon the exercise of the Option, and in order to comply with all
applicable income tax 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, if necessary, all applicable payroll,
withholding, income, NIC or other taxes (of any applicable country, state or
other jurisdiction) are withheld or collected from Participant, to the extent
applicable.  Participant may elect to
satisfy Participant’s minimum income tax withholding obligations under such
laws or regulations upon exercise of the Option 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 shares of Stock otherwise
to be delivered upon exercise of such Option having a Fair Market Value in
United States dollars (on the date of exercise of Option) equal to the minimum
amount of such taxes required to be withheld on such exercise, 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
Stock which have a fair market value equal to such tax withholdings 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 (6) months.  The Company may, at its discretion, require
Participant to pay the withholding taxes under clause (i) above in lieu of
the alternatives in clauses (ii) or (iii) above.


 


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


 


8.             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.


 


9.             Non-Transferability of
Option.  The Option is non-transferable
except to the extent described in this Section 9 or permitted by the
Committee.  The Option shall be
transferable only to the extent described in Section 15.3 of the Plan.


 


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10.           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).


 


11.           Impact on Director Status.  This Notice and the Plan are not an
employment or directorship contract. 
Nothing contained in the Option or this Notice shall confer on the
Participant any right to be employed by or serve as a director of the Company
or any Subsidiary or other affiliate of the Company.


 


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 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 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,
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


 


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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 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.


 


14.           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.


 


15.           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.


 


16.           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.


 


17.           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.


 


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