Exhibit 10.8


 


RESTRICTED STOCK UNIT
AWARD DOCUMENT


(Time-Based Vesting)


 


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


 


2.2                                 The term “Determination
Date” means the date on which the applicable portion of the RSUs vest pursuant
to Section 3 below (if such vesting occurs).


 


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 “Scheduled
Vesting Date” means the vesting date specified in the Award Confirmation.


 


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


 


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


 

















 


2.10                           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.


 


2.11                           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).


 


2.12                           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,
100% of the RSUs will vest and become the right to receive Vested Shares on the
Scheduled Vesting Date, 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 Award
Date to the applicable vesting date.  No
vesting of the RSUs shall occur after Termination of Participant’s Service.


 


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 the RSUs will vest in
accordance with Section 12.1 of the Plan (as applicable to Restricted
Stock Awards).


 


3.2                                 Vesting upon
Retirement. If there is a Termination of Participant’s Service
because of Participant’s Retirement, then the RSUs will vest in accordance with
Section 12.2 of the Plan (as applicable to Restricted Stock Awards).


 


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


 


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 RSUs during a Company
approved leave of absence.


 


4.                                       Termination and
Forfeiture.  Except to
the extent described in Sections 3.1, 3.2 or 3.3 above, no vesting of the RSUs
shall occur after the date of Termination of Participant’s Service and all such
unvested RSUs will be irrevocably forfeited as of 5:01 p.m. United States
Central on the date of Termination of Participant’s Service and Participant
will retain no rights with respect to the forfeited RSUs.


 


5.                                       No Transfer of
RSUs.  The RSUs cannot be sold,
assigned, transferred, gifted, pledged, hypothecated, or in any manner
encumbered or disposed of at any time prior to delivery of the Vested Shares
underlying the RSUs (if and when vesting occurs).  The RSUs are transferable only to the extent
described in Section 15.3 of the Plan.


 


6.                                       Issuance and
Custody of Certificate; Delayed Delivery in Certain Cases.


 


6.1                                 Subject to the
restrictions in this Section 6, following the applicable Determination
Date the Company shall promptly cause to be issued and delivered to Participant
a certificate or certificates (in electronic form unless otherwise instructed
by the Participant) evidencing such Vested Shares, and registered in the name
of Participant or in the name of Participant’s legal representatives,
beneficiaries or heirs, as the case may be, and shall cause such certificate or
certificates to be delivered to Participant or Participant’s legal
representatives, beneficiaries or heirs. 
The Company will issue and deliver the Vested Shares as soon as
reasonably practical after the vesting of the RSUs, but no more than 30 days
after such vesting date and no event 


 


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later
than March 15 of the calendar year following the end of the applicable
fiscal year.  Except as provided in
Sections 6.2 or 6.4, any income will be recognized by Participant on the date
the Participant first becomes eligible to receive the shares under Section 3.  If the issuance of shares is delayed pursuant
to Sections 6.2 or 6.4, the Participant will recognize income on the date the
shares may first be issued in accordance with Section 6.2 or 6.4.


 


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.


 


6.3                                 At any time
after the vesting of the RSUs and prior to the issuance of the Vested Shares,
if the issuance of the Vested Shares to the Participant is prohibited due to
limitations under Section 6.2, the Company shall use its reasonable
efforts to remove such limitations.


 


6.4                                 If Participant
is a “specified employee” for purposes of Section 409A of the United
States Internal Revenue Code (“Section 409A”), an exception to the payment
restrictions of Section 409A does not apply, and the Company is a publicly
traded corporation at the time of Employee’s termination of employment, then,
notwithstanding any provision in this Award Document to the contrary:  (a) the
issuance of the Vested Shares shall be made to Participant six months plus five
business days following the date of Termination of Participant’s Service
(provided that at the time of actual issuance of the Vested Shares Participant
has met all applicable vesting requirements under Section 3 above), (b) no
issuance of the Vested Shares will be made to Participant before the date
described in clause (a) above, and (c) no dividend equivalents shall
accrue or be payable to Participant for any issuance that is delayed pursuant
to this Section 6.4.


 


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 wire transfer or 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 an election
the Company will withhold shares in accordance with (ii).  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 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 


 


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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 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 Restricted Stock Unit,
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,
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) 


 


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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 Award Confirmation 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
Award Confirmation and Plan and all determinations shall be final and
binding.  The Award 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 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 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.


 


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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 Award Confirmation.  If there is any
discrepancy between the number of RSUs 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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