Exhibit 10.9


 


RESTRICTED STOCK UNIT
AWARD DOCUMENT


(For Non-Employee Directors)


 


LAWSON
SOFTWARE, INC.


2010 STOCK
INCENTIVE PLAN


 


1.                                       Award of
Restricted Stock Units. 
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 non-employee director (“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” shown on
the Award Confirmation, subject to the terms and conditions set forth in the
Plan, this Restricted Stock Unit 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.                                       Restricted
Stock Units Subject to Plan; Definitions.  The Restricted Stock Units 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 Restricted Stock Units 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 “Distribution
Date” means the earlier of:  (a) the
completion of a Change in Control Transaction of the Company, (b) the date
on which the Participant is no longer a member of the Board of Directors of the
Company or (c) the date on which the Committee determines that an “unforeseeable
emergency” has occurred for Participant in accordance with Section 1.409A-3(i)(3) of
the regulations under Section 409A of the Internal Revenue Code.


 


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


 


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


 


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


 


2.6                                 The term “Vested
Shares” means the Shares with respect to which the Restricted Stock Units have
vested at any particular time, on a one-for-one basis (for example, if ten
Restricted Stock Units vest, ten Vested Shares of Common Stock will be issued
on the Vesting Date).


 

















 


3.                                       Vesting and
Distribution.  All (100%)
of the Restricted Stock Units are vested as of the Award Date and will be
converted into Vested Shares on the Distribution Date.


 


4.                                       No Transfer of
Restricted Stock Units.  The
Restricted Stock Units cannot be sold, assigned, transferred, gifted, pledged,
hypothecated, or in any manner encumbered or disposed of at any time prior to
the Distribution Date.    The Restricted
Stock Units are transferable only to the extent described in Section 15.3
of the Plan.


 


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


 


5.1                                 Subject to the
restrictions in this Section 5, following the Distribution 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 Distribution Date, but no more than 30 days
after such Distribution Date and no event later than the March 15 of the
calendar year following the end of the fiscal year during which the Distribution
Date occurs.  Except as provided in
Sections 5.2 or 5.4, 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 5.2 or 5.4, the Participant will recognize income on the date the
shares may first be issued in accordance with Section 5.2 or 5.4.


 


5.2                                 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.


 


5.3                                 At any time
after the vesting of the Restricted Stock Units 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 5.2, the Company shall use its
reasonable efforts to remove such limitations.


 


5.4                                 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, (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 5.4.


 


6.                                       No Rights as
Stockholder.  Prior to
the Participant receiving the Vested Shares underlying the Restricted Stock
Units pursuant to Section 5 above, Participant shall not have ownership or
rights of ownership of any Common Stock underlying the Restricted Stock Units
awarded hereunder.  Participant shall not
be entitled to receive dividend equivalents on the Restricted Stock Units.


 


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.                                       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 


 


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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, if applicable, 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.  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 8
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 Participant resulting from the procedure permitted
under this Section 8 including, without limitation, income tax and social
insurance contributions consequences, shall be the sole responsibility of
Participant.


 


9.                                       Impact on
Director Status.  This Agreement
is not an employment or directorship contract. 
Nothing contained in this Agreement shall confer on the Participant any
right to be employed by or serve as a director of the Company or any
Subsidiary.


 


10.                                 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.


 


11.                                 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 11.  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 


 


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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.


 


12.                                 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.


 


13.                                 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.


 


14.                                 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.


 


15.                                 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).


 


16.                                 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.


 


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17.                                 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.


 


18.                                 Binding Terms.  By accepting any of the benefits of the
Restricted Stock Units, the Participant will be deemed to have agreed to comply
with all of the terms and conditions of the Plan (as applicable to the
Restricted Stock Units), this Award Document and the Award Confirmation.  If there is any discrepancy between the
number of Restricted Stock Units 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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