Exhibit 10.1


 


LEHMAN
BROTHERS


 


Transaction


 


	
  Date:

  	
  15 July 2008

  
	
   

  	
   

  
	
  To:

  	
  Lawson Software, Inc.

  
	
   

  	
  Attention:

  	
  Treasurer

  
	
   

  	
  380 Saint Peter Street

  
	
   

  	
  St. Paul, MN 55102

  
	
   

  	
  Facsimile:

  	
  651-767-4868

  
	
   

  	
  Telephone:

  	
  651-767-4920

  
	
   

  	
  Email:

  	
  treasury@lawson.com

  
	
   

  	
   

  
	
   

  	
  With
  a copy to:

  	
  General
  Counsel

  
	
   

  	
  380 Saint Peter Street

  
	
   

  	
  St. Paul, MN 55102

  
	
   

  	
  Facsimile:

  	
  651-767-4827

  
	
   

  	
  Telephone:

  	
  651-767-4940

  
	
   

  	
  Email:

  	
  legal.americas@lawson.com

  
	
   

  	
   

  
	
  From:

  	
  Lehman Brothers,
  Inc acting as Agent

  
	
   

  	
  Lehman Brothers
  OTC Derivatives Inc., acting as Principal

  
	
   

  	
  Attention:

  	
  Andrew Yare – Capital Markets Contracts – Legal

  
	
   

  	
  Facsimile:

  	
  646-885-9546 (United States of America)

  
	
   

  	
  Telephone:

  	
  646-333-9493

  
	
   

  	
   

  
	
  Ref. Numbers:

  	
  Global Deal ID:
  3934942

  



 


Dear Sir or Madam:


 


The purpose of this
communication (this “Confirmation”)
is to confirm the terms and conditions of the transaction (the “Transaction”) entered into between Lehman Brothers OTC
Derivatives Inc. (“Party A”) and Lawson Software, Inc.
(“Party B”) on the Trade Date specified
below.  This Confirmation constitutes a “Confirmation”
as referred to in the Agreement specified below. This Confirmation is sent on
behalf both Party A and Lehman Brothers Inc. (“LBI”).
Lehman Brothers OTC Derivatives Inc. is not a
member of the Securities Investor Protection Corporation.


 


This
Confirmation evidences a complete and binding agreement between Party A and
Party B as to the terms of the Transaction to which this Confirmation
relates.  This Confirmation shall
supplement, form a part of, and be subject to an agreement in the form of the
1992 ISDA Master Agreement (the “ISDA Form”) and an agreement in the form of the Credit
Support Annex (New York law) (the “CSA”),
as if we had executed such agreements in such forms on the Trade Date of the Transaction (the ISDA Form and the CSA, together,
the “Agreement”).  In the event of any inconsistency between the
provisions of that agreement, or the Agreement and this Confirmation, this
Confirmation will prevail for the purpose of the Transaction.


 


The
definitions and provisions contained in the 2002 ISDA Equity Derivatives
Definitions (the “Equity Definitions”)
and the 2000 ISDA Definitions (the “Swap Definitions”,
and together with the Equity Definitions, the “Definitions”),
in each case as published by the International Swaps and Derivatives
Association, Inc. (“ISDA”) are
incorporated into this Confirmation. 
References herein to “Transaction” shall be deemed references to “Swap
Transaction” for purposes of the Swap Definitions.  In the event of any inconsistency between the
Equity Definitions and the Swap Definitions, the Equity Definitions will
govern.  In the event of any
inconsistency between either set of Definitions and this Confirmation, this 


 


LEHMAN BROTHERS OTC
DERIVATIVES INC.


745 SEVENTH AVE. NEW
YORK, NY 10019


 

















 


Confirmation
will govern. The Transaction shall constitute a Share Forward Transaction for
the purposes of the Equity Definitions and shall be the only Transaction under
the Agreement.


 


The terms of the Transaction
to which this Confirmation relates are as follows and shall include the terms
contained in Appendixes 1, 2 and 3 hereto as if set forth in the Agreement.


 


	
  Agent:

  	
   

  	
  LBI is acting as agent on behalf of Party A and Party B for the
  Transaction. LBI has no obligations, by guarantee, endorsement or otherwise,
  with respect to the performance of the Transaction by either party.

  
	
   

  	
   

  	
   

  
	
  Trade Date:

  	
   

  	
  July 15 ,
  2008

  
	
   

  	
   

  	
   

  
	
  Buyer:

  	
   

  	
  Party B

  
	
   

  	
   

  	
   

  
	
  Seller:

  	
   

  	
  Party A

  
	
   

  	
   

  	
   

  
	
  Shares:

  	
   

  	
  Common stock of Lawson
  Software, Inc.  (the “Issuer”) Ticker Symbol: (“LWSN”)

  
	
   

  	
   

  	
   

  
	
  Prepayment:

  	
   

  	
  Applicable

  
	
   

  	
   

  	
   

  
	
  Prepayment
  Amount:

  	
   

  	
  As specified in
  Schedule A

  
	
   

  	
   

  	
   

  
	
  Prepayment Date:

  	
   

  	
  Trade Date.

  
	
   

  	
   

  	
   

  
	
  Initial Hedge Period:

  	
   

  	
  The period (the “Initial
  Hedge Period”) commencing on the Trade Date and ending on the
  Exchange Business Day on which Party A completes the purchase of a number of
  Shares necessary to establish its initial hedge position with respect to the
  Transaction (such date, the “Hedge Period End Date”).
  On the 1st Scheduled Trading Day immediately following the Hedge
  Period End Date, Party A shall provide written notice (the “Confirmation Pricing Supplement”) to Party B in
  substantially the form attached hereto as Exhibit A, of the terms
  specified therein. Upon receipt of the Confirmation Pricing
  Supplement, Party B shall promptly execute and return the Confirmation
  Pricing Supplement to Party A; provided that
  Party B’s failure to so execute and return the Confirmation Pricing
  Supplement shall not affect the binding nature of the Confirmation Pricing
  Supplement, and the terms set forth therein shall be binding on Party B to
  the same extent, and with the same force and effect, as if Party B had
  executed a written version of the Confirmation Pricing Supplement.

  
	
   

  	
   

  	
   

  
	
  Hedging Price:

  	
   

  	
  The volume weighted average price at which
  Party A purchases Shares during the Initial Hedge Period to establish its
  initial hedge position with respect to this Transaction.

  
	
   

  	
   

  	
   

  
	
  Exchange:

  	
   

  	
  NASDAQ Global
  Select Market

  
	
   

  	
   

  	
   

  
	
  Related
  Exchange:

  	
   

  	
  All Exchanges

  



 


Global Deal ID: 3934942


 


2

















 


	
  Valuation:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Trading Period:

  	
   

  	
  As specified in Schedule A.

  
	
   

  	
   

  	
   

  
	
  Market Disruption Event:

  	
   

  	
  The first sentence of Section 6.3(a) of the Equity
  Definitions is hereby amended by replacing clause (ii) and clause
  (iii) in their entirety with “(ii) an Exchange Disruption, which in
  either case the Calculation Agent determines is material, (iii) an Early
  Closure or (iv) a Regulatory Disruption.”

  
	
   

  	
   

  	
   

  
	
  Regulatory Disruption:

  	
   

  	
  A “Regulatory Disruption” shall occur if Party A determines in its
  reasonable discretion that it is appropriate in light of legal, regulatory or
  self-regulatory requirements or related policies or procedures, excluding
  such requirements, policies or procedures that are solely applicable to Party
  A, for Party A to refrain from all or any part of the market activity in
  which it would otherwise engage in connection with the Transaction.

  
	
   

  	
   

  	
   

  
	
  Consequence of Disrupted
  Days:

  	
   

  	
  Notwithstanding anything to the contrary in the Equity Definitions,
  to the extent that a Disrupted Day occurs during the Trading Period, the
  Calculation Agent may postpone the Maximum Maturity Date and the Minimum
  Maturity Date. If any Disrupted Day occurs during the Trading Period, the
  Calculation Agent shall determine whether (i) such Disrupted Day is a
  Disrupted Day in whole, in which case the 10b-18 VWAP for such Disrupted Day
  shall not be included for purposes of determining the Forward Price, if such
  Disrupted Date occurs during the Trading Period, or (ii) such Disrupted
  Day is a Disrupted Day only in part, in which case the 10b-18 VWAP for such
  Disrupted Day shall be determined by the Calculation Agent based on
  Rule 10b-18 eligible transactions in the Shares on such Disrupted Day
  effected before the relevant Market Disruption Event (if any) occurred and/or
  after the relevant Market Disruption Event (if any) ended, and the Forward
  Price, if such Disrupted Date occurs during the Trading Period, shall be
  determined by the Calculation Agent using an appropriately weighted average
  of the 10b-18 VWAPs for all Scheduled Trading Days in the Trading Period, as
  the case may be, instead of an arithmetic average.

  
	
   

  	
   

  	
   

  
	
  Valuation Time:

  	
   

  	
  The close of trading on the Exchange, without regard to extended
  trading hours.

  
	
   

  	
   

  	
   

  
	
  Valuation Date:

  	
   

  	
  The last
  Scheduled Trading Day during the Trading Period.

  
	
   

  	
   

  	
   

  
	
  Settlement Terms:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Settlement Method Election:

  	
   

  	
  Not Applicable

  



 


3

















 


	
  Physical Settlement:

  	
   

  	
  Applicable

  
	
   

  	
   

  	
   

  
	
  Settlement Currency:

  	
   

  	
  USD

  
	
   

  	
   

  	
   

  
	
  Forward Price:

  	
   

  	
  The amount equal
  to (i) the arithmetic average of the 10b-18 VWAPs for all Scheduled
  Trading Days in the Trading Period minus
  (ii) the Discount, as specified in Schedule A.

  
	
   

  	
   

  	
   

  
	
  10b-18 VWAP:

  	
   

  	
  (A) For any
  Scheduled Trading Day that is not a Disrupted Day, the volume-weighted
  average price at which the Shares trade as reported in the composite
  transactions for all United States securities exchanges on which such Shares
  are traded (or, if applicable, the successor Exchange), excluding
  (i) trades that do not settle regular way, (ii) opening (regular
  way) reported trades in the consolidated system on such Scheduled Trading
  Day, (iii) trades that occur in the last ten minutes before the
  scheduled close of trading on the Exchange on such Scheduled Trading Day and
  ten minutes before the scheduled close of the primary trading in the market
  where the trade is effected, and (iv) trades on such Scheduled Trading
  Day that do not satisfy the requirements of Rule 10b-18(b)(3) of
  the Securities Exchange Act of 1934, as amended (the “Exchange
  Act”), as determined in good faith by the Calculation Agent, or
  (B) for any Scheduled Trading Day that is a Disrupted Day, an amount
  determined in good faith and in a commercially reasonable manner by the
  Calculation Agent as 10b-18 VWAP. Party B acknowledges that the Calculation
  Agent may refer to the Bloomberg Page “LWSN <Equity> AQR SEC” (or
  any successor thereto) for any Scheduled Trading Day to determine the 10b-18
  VWAP.

  
	
   

  	
   

  	
   

  
	
  Number of Shares
  to be Delivered:

  	
   

  	
  The number of
  Shares equal to the Share Amount minus the
  number of Minimum Shares.

  
	
   

  	
   

  	
   

  
	
  Share Amount:

  	
   

  	
  The quotient of
  the Prepayment Amount divided by
  the Forward Price; provided that
  if such quotient is (i) greater than the Maximum Shares, the Share
  Amount shall equal the Maximum Shares, and (ii) less than the Minimum
  Shares, the Share Amount shall equal the Minimum Shares.

  
	
   

  	
   

  	
   

  
	
  Settlement Date:

  	
   

  	
  Three Exchange
  Business Days following the Valuation Date.

  
	
   

  	
   

  	
   

  
	
  Initial Shares:

  	
   

  	
  As specified in Schedule A.

  
	
   

  	
   

  	
   

  
	
  Initial Share Delivery:

  	
   

  	
  Party A shall deliver a number of Shares equal
  to the Initial Shares to Party B on the Initial Share Delivery Date in
  accordance with Section 9.4 of the Equity Definitions, with the Initial
  Share Delivery Date being deemed to be a “Settlement Date” for purpose of
  such 

  



 


4

















 


	
   

  	
   

  	
  Section 9.4. The initial deliveries
  required pursuant to the Transaction shall be effectuated in the order
  specified in Appendix B hereto.

  
	
   

  	
   

  	
   

  
	
  Initial Share Delivery Date:

  	
   

  	
  Trade Date

  
	
   

  	
   

  	
   

  
	
  Minimum Shares:

  	
   

  	
  As specified in Schedule A.

  
	
   

  	
   

  	
   

  
	
  Minimum Share Delivery:

  	
   

  	
  Party A shall deliver a number of Shares equal
  to the difference between (i) the Minimum Shares minus
  (ii) the number of the Initial Shares on the Minimum Share Delivery Date
  in accordance with Section 9.4 of the Equity Definitions, with the
  Minimum Share Delivery Date being deemed to be a “Settlement Date” for
  purpose of such Section 9.4.

  
	
   

  	
   

  	
   

  
	
  Minimum Share Delivery Date:

  	
   

  	
  Three Scheduled Trading Days following the
  Hedge Period End Date

  
	
   

  	
   

  	
   

  
	
  Maximum Shares:

  	
   

  	
  As specified in Schedule A.

  
	
   

  	
   

  	
   

  
	
  Share Adjustments:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Method of Adjustment:

  	
   

  	
  Calculation
  Agent Adjustment

  
	
   

  	
   

  	
   

  
	
  Extraordinary Events:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Announcement Date:

  	
   

  	
  The definition of “Announcement Date” in Section 12.1 of the
  Equity Definitions shall be amended by (i) replacing the word “leads to
  the” in the third and the fifth lines thereof with the words “, if completed,
  would lead to a”, (ii) replacing the words “voting shares” in the fifth
  line thereof with the word “Shares”, (iii) inserting the words “by any
  entity” after the word “announcement” in the third and the fifth lines
  thereof, (iv) inserting the words “or to explore the possibility of
  engaging in” after the words “engage in” in the third line thereto and
  (v) inserting the words “or to explore the possibility of purchasing or
  otherwise obtaining” after the word “obtain” in the fifth line thereto.

  
	
   

  	
   

  	
   

  
	
  Share-for-Share:

  	
   

  	
  The definition
  of “Share-for-Share” set forth in Section 12.1(f) of the Equity
  Definitions is hereby amended by the deletion of the parenthetical in clause
  (i) thereof.

  
	
   

  	
   

  	
   

  
	
  Consequences of Merger Events:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Share-for-Share:

  	
   

  	
  Modified
  Calculation Agent Adjustment

  
	
   

  	
   

  	
   

  
	
  Share-for-Other:

  	
   

  	
  Cancellation and
  Payment

  
	
   

  	
   

  	
   

  
	
  Share-for-Combined:

  	
   

  	
  Modified
  Calculation Agent Adjustment

  
	
   

  	
   

  	
   

  
	
  Tender Offer:

  	
   

  	
  Applicable

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The definition of “Tender Offer” in Section 12.1 of the Equity
  Definitions will be amended by replacing the phrase “greater than 10% and
  less than 100% of the 

  



 


5

















 


	
   

  	
   

  	
  outstanding voting shares of the Issuer” in the third and fourth line
  thereof with “greater than 10% and less than 100% of the outstanding Shares
  of the Issuer”.

   

  The definition of “Tender Offer Date” in Section 12.1 of the
  Equity Definitions will be amended by replacing the words “voting shares” in
  the first line thereof with the word “Shares”.

  
	
   

  	
   

  	
   

  
	
  Consequences of Tender Offers:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Share-for-Share:

  	
   

  	
  Modified
  Calculation Agent Adjustment

  
	
   

  	
   

  	
   

  
	
  Share-for-Other:

  	
   

  	
  Modified
  Calculation Agent Adjustment

  
	
   

  	
   

  	
   

  
	
  Share-for-Combined:

  	
   

  	
  Modified
  Calculation Agent Adjustment

  
	
   

  	
   

  	
   

  
	
  New Shares:

  	
   

  	
  The definition of “New Shares” in Section 12.1 of the Equity
  Definitions shall be amended by deleting subsection (i) in its entirety
  and replacing it with the following: “(i) publicly quoted, traded or
  listed on the New York Stock
  Exchange, the American Stock Exchange, the NASDAQ Global Select Market or the
  NASDAQ Global Market (or their respective successors) and”.

  
	
   

  	
   

  	
   

  
	
  Modified Calculation Agent Adjustment:

  	
   

  	
  For greater certainty, the definition of “Modified Calculation Agent
  Adjustment” in Sections 12.2 and 12.3 of the Equity Definitions shall be
  amended by (i) adding the following italicized language after the
  stipulated parenthetical provision: “(including adjustments to account for
  changes in volatility, expected dividends, stock loan rate or liquidity
  relevant to the Shares or to the Transaction) from the
  Announcement Date to the Merger Date (Section 12.2) or Tender Offer Date
  (Section 12.3).” and (ii) deleting the phrase “, expected
  dividends, stock loan rate” from such stipulated parenthetical provision.

  
	
   

  	
   

  	
   

  
	
  Announcement Event:

  	
   

  	
  If an Announcement Event occurs, the Calculation Agent will determine  the economic effect of the Announcement
  Event on the theoretical value of the Transaction (including without
  limitation any change in volatility or liquidity relevant to the Shares or to
  the Transaction) from the Announcement Date to the Valuation Date. If such
  economic effect is material, the Calculation Agent will adjust the terms of
  the Transaction to reflect such economic effect. “Announcement Event” shall mean the occurrence of the
  Announcement Date of a Merger Event or Tender Offer.

  
	
   

  	
   

  	
   

  
	
  Composition of Combined Consideration:

  	
   

  	
  Not Applicable; provided that, notwithstanding Sections 12.5(b) and
  12.1(f) of the Equity Definitions, to the extent that the composition of
  the consideration for the 

  



 


6

















 


	
   

  	
   

  	
  relevant Shares
  pursuant to a Tender Offer or Merger Event could be elected by an actual
  holder of the Shares, the Calculation Agent will, in its sole discretion,
  determine such composition.

  
	
   

  	
   

  	
   

  
	
  Nationalization, Insolvency or Delisting:

  	
   

  	
  Cancellation and
  Payment

  
	
   

  	
   

  	
   

  
	
  Delisting:

  	
   

  	
  The definition of “Delisting” in Section 12.6 of the Equity Definitions
  shall be deleted in its entirety and replaced with the following:
  “‘Delisting’ means that the Exchange announces that pursuant to the
  rules of such Exchange, the Shares cease (or will cease) to be listed,
  traded or publicly quoted on the Exchange for any reason (other than a Merger
  Event or Tender Offer) and are not immediately re-listed, re-traded or
  re-quoted on the New York Stock
  Exchange, the American Stock Exchange, the NASDAQ Global Select Market or the
  NASDAQ Global Market (or their respective successors)”

  
	
   

  	
   

  	
   

  
	
  Additional Disruption Events:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Change in Law:

  	
   

  	
  Applicable; provided that Section 12.9(a)(ii) of the Equity
  Definitions is hereby amended by (i) replacing the phrase “the
  interpretation” in the third line thereof with the phrase “or public
  announcement of the formal interpretation” and (ii) immediately
  following the word “Transaction” in clause (X) thereof, adding the
  phrase “in the manner contemplated by the Hedging Party on the Trade Date.”

  
	
   

  	
   

  	
   

  
	
  Insolvency Filing:

  	
   

  	
  Applicable 

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The definition of “Insolvency Filing” in Section 12.9 of the
  Equity Definitions shall be amended by deleting the clause “provided that
  such proceedings instituted or petitions presented by creditors and not
  consented to by the Issuer shall not be deemed an Insolvency Filing” at the
  end of such definition and replacing it with the following: “; or it has
  instituted against it a proceeding seeking a judgment of insolvency or
  bankruptcy or any other relief under any bankruptcy or insolvency law or other
  similar law affecting creditors’ rights, or a petition is presented for its
  winding-up or liquidation by a creditor and such proceeding is not dismissed,
  discharged, stayed or restrained in each case within fifteen (15) days of the
  institution or presentation thereof.”  

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Section 12.9(b)(i) of the Equity Definitions is hereby
  amended by adding the following sentence at the end: “If neither party elects
  to terminate the Transaction, the Calculation Agent may adjust the terms of
  the Transaction upon the occurrence of such an event 

  



 


7

















 


	
   

  	
   

  	
  pursuant to Modified Calculation Agent Adjustment (as if such event
  were a Tender Offer).”

  
	
   

  	
   

  	
   

  
	
  Hedging
  Disruption:

  	
   

  	
  Not Applicable

  
	
   

  	
   

  	
   

  
	
  Increased
  Cost of Hedging:

  	
   

  	
  Not Applicable

  
	
   

  	
   

  	
   

  
	
  Loss of Stock Borrow:

  	
   

  	
  Applicable For
  purposes of Section 12.9 of the Equity Definitions, all references to
  “Hedging Shares” shall be deemed to be references to Party A’s short position
  in respect of the Transaction.

  
	
   

  	
   

  	
   

  
	
  Maximum Stock Loan Rate:

  	
   

  	
  As specified in
  Schedule A

  
	
   

  	
   

  	
   

  
	
  Increased Cost of Stock
  Borrow:

  	
   

  	
  Applicable

  
	
   

  	
   

  	
   

  
	
  Initial Stock Loan Rate:

  	
   

  	
  As specified in
  Schedule A

  
	
   

  	
   

  	
   

  
	
  Hedging
  Party:

  	
   

  	
  Party A shall be
  the Hedging Party in connection with all Extraordinary Events

  
	
   

  	
   

  	
   

  
	
  Determining
  Party:

  	
   

  	
  Party A shall be
  the Determining Party in connection with all Extraordinary Events

  
	
   

  	
   

  	
   

  
	
  Acknowledgments:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Non-Reliance:

  	
   

  	
  Applicable

  
	
   

  	
   

  	
   

  
	
  Agreements
  and Acknowledgments Regarding Hedging Activities:

  	
   

  	
  Applicable

  
	
   

  	
   

  	
   

  
	
  Additional Acknowledgments:

  	
   

  	
  Applicable

  
	
   

  	
   

  	
   

  
	
  Additional Representations,
  Warranties and Agreements of Party B:

  	
   

  	
  In addition to
  the representations, warranties and agreements set forth in the Agreement and
  elsewhere in this Confirmation, Party B further represents, warrants and
  agrees that: 

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (a) It is not entering into this Transaction on behalf of or for
  the account of any other person or entity, and will not transfer or assign
  its obligations under this Transaction or any portion of such obligations to
  any other person or entity except in compliance with applicable laws and the
  terms of this Transaction; (ii) it is authorized to enter into this
  Transaction and such action does not violate any laws of its jurisdiction of
  organization or residence (including, but not limited to, any applicable
  position or exercise limits set by any self-regulatory organization, either
  acting alone or in concert with others) or the terms of any agreement to
  which it is a party; (iii) it has consulted with its legal
  advisor(s) and has reached its own conclusions about this Transaction,
  and any legal, regulatory, tax, accounting or economic consequences arising
  from this Transaction; and (iv) it has concluded that this Transaction
  is suitable in light of its own investment objectives, financial capabilities
  and 

  



 


8

















 


	
   

  	
   

  	
  expertise.  

   

  (b) It is
  an “eligible contract participant” as the term is defined in
  Section 1a(12) of the Commodity Exchange Act, as amended. 

   

  (c) Neither
  Party A nor any of its affiliates has advised Party B with respect to any
  legal, regulatory, tax, accounting or economic consequences arising from the
  Transaction, and neither Party A nor any of its affiliates is acting as agent
  (other than LBI as dual agent if specified above), or advisor for Party B in
  connection with the Transaction. 

   

  (d) Party B
  is not in possession of any material non-public information concerning the
  business, operations or prospects of the Issuer and was not in possession of
  any such information at the time of placing any order with respect to the
  Transaction. 

   

  “Material”
  information for these purposes is any information to which an investor would
  reasonably attach importance in reaching a decision to buy, sell or hold any
  securities of Party B. 

   

  (e) Each of its required filings under all applicable securities
  laws have been filed and that, as of the respective dates thereof, there is
  no misstatement of material fact contained therein or omission of a material
  fact required to be stated therein or necessary to make the statements
  therein not misleading.  

   

  (f) Party B is not entering into the Transaction to create
  actual or apparent trading activity in the Shares (or any security
  convertible into or exchangeable for Shares), to manipulate the price of the
  Shares (or any security convertible into or exchangeable for Shares) or to
  facilitate a distribution of Shares (or any security convertible into or
  exchangeable for Shares).  

   

  (g) Party B has not entered into any obligation that would
  contractually limit it from effecting Physical Settlement under this
  Transaction and it agrees not to enter into any such obligation during the
  term of this Transaction.  

   

  (h) If Party B purchases any Shares pursuant to this
  Transaction, such purchase(s) will comply with (i) all laws and
  regulations applicable to it and (ii) all contractual obligations of
  Party B.  

   

  (i) It is not, and, after giving effect to the
  transactions contemplated hereby will not an “investment company” as such
  term is defined in the Investment Company Act of 1940, as amended.

  



 


9
















 


	
  Additional Termination
  Events:

  	
   

  	
  Notwithstanding
  any other provision hereof, an “Additional Termination
  Event” shall occur and Party B shall be the sole Affected Party
  pursuant to such Additional Termination Event if on any day occurring after
  the Trade Date and on or prior to the last Scheduled Trading Day in the
  Trading Period Party B declares a distribution, issue or dividend to existing
  holders of the Shares of (i) an extraordinary cash dividend, (ii) a
  regular quarterly dividend, (iii) securities or share capital of another
  issuer acquired or owned (directly or indirectly) by Party B as a result of a
  spin-off or other similar transaction or (iv) any other type of
  securities (other than Shares, which may constitute a Potential Adjustment
  Event), rights or warrants or other assets, in any case for payment (cash or
  other consideration) at less than the prevailing market price as determined
  by the Calculation Agent.

  
	
   

  	
   

  	
   

  
	
  Regulatory
  Provisions:

  	
   

  	
  (a) Party
  B represents and warrants that it has received and read and understands the
  Notice of Regulatory Treatment and the OTC Option Risk Disclosure Statement. 

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (b) The
  Agent will furnish Party B upon written request a statement as to the source
  and amount of any remuneration received or to be received by the Agent in
  connection with the Transaction evidenced hereby.

  
	
   

  	
   

  	
   

  
	
  Solvency:

  	
   

  	
  As
  of the Trade Date and the Minimum Share Delivery Date, Party B represents,
  warrants and agrees that Party B is not “insolvent” (as such term is defined
  under Section 101(32) of the U.S. Bankruptcy Code (Title 11 of the
  United States Code)) and Party B would be able to purchase the Maximum Shares
  in compliance with the laws of the jurisdiction of Party B’s incorporation.

  
	
   

  	
   

  	
   

  
	
  Maximum Number of Shares:

  	
   

  	
  The
  number of Shares that may be issued at settlement by Party B will be limited
  to the total Shares authorized but not outstanding, reduced by the total
  amount of contingently issuable Shares. In any event, the number of Shares
  issuable by Party B at settlement shall not exceed 42,000,000 Shares (whether
  pursuant to Appendix A or otherwise). If the number of Shares to be issued at
  settlement by Party B exceeds the limit in the first sentence of this
  provision, Party B will use its best efforts to obtain all necessary
  approvals to issue additional Shares to enable it to satisfy all obligations
  hereunder.

  
	
   

  	
   

  	
   

  
	
  Company Purchases:

  	
   

  	
  Without
  the prior written consent of Party A and except for purchases which are not
  solicited by or on behalf of Party B, its affiliates or affiliated purchasers
  (each as defined in Rule 10b-18 of the Exchange Act) or 

  



 


10

















 


	
   

  	
   

  	
  purchases executed by Party A or an Affiliate of Party A, Party B
  shall not purchase, and shall cause its affiliates or affiliated purchasers
  not to directly or indirectly purchase, any Shares (or any security
  convertible into or exchangeable for Shares) during the Initial Hedge Period
  or the Trading Period.

  
	
   

  	
   

  	
   

  
	
  Regulation M:

  	
   

  	
  Party B represents that as of the Trade Date it is not engaged in a
  distribution, as such term is used in Regulation M under the Exchange Act (“Regulation M”). 

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Party B agrees that during the Trading Period or the Net Share
  Settlement Period, neither Party B nor any of its affiliates or agents shall
  make any “distribution” (as defined in Regulation M) of Shares, or any
  security for which Shares are a “reference security” (as defined in
  Regulation M) or take any action that would, in the view of Party A, preclude
  purchases by Party A of the Shares or cause Party A to violate any law, rule or
  regulation with respect to such purchases.

  
	
   

  	
   

  	
   

  
	
  No Collateral:

  	
   

  	
  Notwithstanding any provision of this Confirmation, the Agreement or
  the Definitions, or any other agreement between the parties, to the contrary,
  the obligations of Party B hereunder are not secured by any collateral.

  
	
   

  	
   

  	
   

  
	
  Set-Off and Netting:

  	
   

  	
  Obligations under the Transaction shall not be netted, recouped or
  set off (including pursuant to Section 6 of the Agreement) against any
  other obligations of the parties, whether arising under the Agreement, this
  Confirmation, under any other agreement between the parties hereto, by
  operation of law or otherwise, and no other obligations of the parties shall
  be netted, recouped or set off (including pursuant to Section 6 of the
  Agreement) against obligations under the Transaction, whether arising under
  the Agreement, this Confirmation, under any other agreement between the
  parties hereto, by operation of law or otherwise, and each party hereby
  waives any such right of setoff, netting or recoupment.

  
	
   

  	
   

  	
   

  
	
  Rule 10b-18:

  	
   

  	
  During the Initial Hedge Period (other than purchases made by Party A
  as part of its dynamic adjustment of its hedge of the options embedded in the
  Transaction), Party A agrees to use commercially reasonable efforts to make
  all purchases of Shares in connection with the Transaction in a manner that
  would satisfy the requirements set forth in clauses (b)(2), (b)(3), (b)(4) and
  (c) of Rule10b-18 under the Exchange Act (“Rule 10b-18”),
  as if such rule was applicable to such purchases. 

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Party B shall, at least one day prior to the first day of the Initial
  Hedge Period, notify Party A in writing of the 

  



 


11

















 


	
   

  	
   

  	
  total number of Shares purchased in Rule 10b-18 purchases of
  blocks pursuant to the once-a-week block exception set forth in clause (b)(4) of
  Rule 10b-18 by Party B or any of its affiliates during each of the four
  calendar weeks preceding such day and during the calendar week in which such
  day occurs (“Rule 10b-18 purchase” and “blocks” each as defined in Rule 10b-18).

  
	
   

  	
   

  	
   

  
	
  Rule 10b5-1:

  	
   

  	
  It is the intent of the parties that the Transaction comply with the
  requirements of Rule 10b5-1(c)(1)(i)(B) of the Exchange Act (“Rule 10b5-1”), and the parties agree that this
  Confirmation shall be interpreted to comply with the requirements of Rule 10b5-1(c),
  and Party B shall take no action that results in this transaction not so
  complying with such requirements). Without limiting the generality of the
  preceding sentence, Party B acknowledges and agrees that (A) Party B
  does not have, and shall not attempt to exercise, any influence over how,
  when or whether Party A effects any purchases in connection with the
  Transaction, (B) during the Initial Hedge Period and the Trading Period
  neither Party B nor its officers or employees shall, directly or indirectly,
  communicate any information regarding Party B or the Shares to any employee
  of Party A or its affiliates who is directly involved with the hedging of and
  trading with respect to the Transaction, (C) Party B is entering into
  the Transaction in good faith and not as part of a plan or scheme to evade
  compliance with federal securities laws including, without limitation, Rule 10b-5
  and (D) Party B will not alter or deviate from this Confirmation or
  enter into or alter a corresponding hedging transaction with respect to the
  Shares. Party B also acknowledges and agrees that any amendment,
  modification, waiver or termination of this Confirmation must be effected in
  accordance with the requirements for the amendment or termination of a “plan”
  as defined in Rule 10b5-1(c). Without limiting the generality of the
  foregoing, any such amendment, modification, waiver or termination shall be
  made in good faith and not as part of a plan or scheme to evade the
  prohibitions of Rule 10b-5 and no such amendment, modification, waiver
  or termination shall be made at any time at which Party B or any officer or
  director of Party B is aware of any material non-public information regarding
  Party B or the Shares.

  
	
   

  	
   

  	
   

  
	
  Certain Payments and
  Deliveries:

  	
   

  	
  Notwithstanding anything to the contrary herein, or in
  the Equity Definitions, if at any time (i) an Early Termination Date
  occurs and Party A or Party B would be required to make a payment pursuant to
  Section 6 of the Agreement, (ii) an Extraordinary Event occurs and 

  



 


12

















 


	
   

  	
   

  	
  Party A or Party B would be required to make a payment
  pursuant to Article 12 of the Equity Definitions or (iii) Party A
  or Party B is required to make a payment pursuant to any other provision
  hereof, of the Agreement or of the Definitions, then Party B shall have the
  right, in its sole and absolute discretion, to elect that, in lieu of such
  payment, Party B shall have the right to deliver to Party A, or Party B shall
  have the right to require Party A to deliver to Party B, as the case may be
  at the time such payment would have been due and in the manner provided under
  “Physical Settlement” in the Equity Definitions, in lieu of cash, a number of
  Shares (or, in the case of a Merger Event, common equity securities of the
  surviving entity or other consideration received by holders of Shares
  pursuant to such Merger Event) equal to the quotient obtained by dividing (A) the
  amount that would have been so payable by (B) the fair market value (net of any brokerage and underwriting
  commissions and fees, including any customary private placement fees) per Share (or per
  unit of such common equity securities and/or such other consideration) of the
  Shares (or such common equity securities and/or other consideration) so
  delivered at the time of such delivery, as determined by the Calculation
  Agent in a commercially reasonable manner. Any deliveries of Shares by Party
  B hereunder shall be made pursuant to the procedures enumerated in Appendix A
  hereto. For the avoidance of doubt, in no event will Party B be required to
  deliver cash to Party A for any of the required payments described herein.

  
	
   

  	
   

  	
   

  
	
  Payments on Early Termination:

  	
   

  	
  Party A and Party B agree that for this Transaction, for
  the purposes of Section 6(e) of the Agreement, Loss and the Second
  Method will apply.

  
	
   

  	
   

  	
   

  
	
  Transfer:

  	
   

  	
  Notwithstanding Section 7 of the Agreement, Party A may assign its
  rights and obligations under the Transaction, in whole and not in part, to
  any Affiliate of Lehman Brothers Holdings Inc. (“Holdings”)
  effective upon delivery to Party B of the full unconditional guarantee by
  Holdings, in favor of Party B, of the obligations of such Affiliate.

  
	
   

  	
   

  	
   

  
	
  Binding Contract:

  	
   

  	
  This Confirmation, as supplemented by the Confirmation Pricing
  Supplement, is a “qualified financial contract”, as such term is defined in Section 5-701(b)(2) of
  the General Obligations Law of New York (the “General
  Obligations Law”); (ii) the Confirmation Pricing Supplement
  constitutes a “confirmation in writing sufficient to indicate that a contract
  has been made between the parties” hereto, as set forth in Section 5-701(b)(3)(b) of
  the General Obligations Law; and 

  



 


13

















 


	
   

  	
   

  	
  (iii) this Confirmation constitutes a prior “written contract”
  as set forth in Section 5-701(b)(1)(b) of the General Obligations
  Law, and each party hereto intends and agrees to be bound by this
  Confirmation, as supplemented by the Confirmation Pricing Supplement. Party A
  and Party B further agree and acknowledge that this Confirmation, as
  supplemented by the Confirmation Pricing Supplement, constitutes a contract
  “for the sale or purchase of a security”, as set forth in Section 8-113
  of the Uniform Commercial Code of New York.

  
	
   

  	
   

  	
   

  
	
  Governing
  Law:

  	
   

  	
  The laws of the
  State of New York, without reference to choice of law doctrine.

  
	
   

  	
   

  	
   

  
	
  Termination
  Currency:

  	
   

  	
  USD

  
	
   

  	
   

  	
   

  
	
  Waiver of Trial By Jury:

  	
   

  	
  Insofar as is
  permitted by law, each party irrevocably waives any and all rights to trial
  by jury in any legal proceeding in connection with the Transaction, and
  acknowledges that this waiver is a material inducement to the other party’s
  entering into the Transaction hereunder.

  
	
   

  	
   

  	
   

  
	
  Calculation Agent:

  	
   

  	
  Lehman Brothers
  Inc.

  



 


THE
SECURITIES REPRESENTED BY THE CONFIRMATION HAVE BEEN ACQUIRED FOR INVESTMENT
AND HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933 OR
ANY OTHER UNITED STATES FEDERAL OR STATE SECURITIES LAWS; SUCH SECURITIES MAY NOT
BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF APPROPRIATE REGISTRATION
UNDER SUCH SECURITIES LAWS OR EXCEPT IN A TRANSACTION EXEMPT FROM OR NOT
SUBJECT TO THE REGISTRATION REQUIREMENTS OF SUCH SECURITIES LAWS.


 


14

















 


Please
confirm your agreement with the foregoing by executing this Confirmation and
returning such Confirmation, in its entirety, to us at facsimile number 646-885-9546
(United States of America), Attention:
Documentation.


 


 


	
  Yours sincerely,

  	
   

  	
  Accepted and
  agreed to:

  
	
   

  	
   

  	
   

  
	
  Lehman
  Brothers OTC Derivatives Inc.

  	
   

  	
  Lawson Software, Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Anatoly Kozlor

  	
   

  	
  By:

  	
  /s/ Robert A.
  Schriesheim

  
	
   

  	
  Authorized Signatory

  	
   

  	
   

  	
  Executive Vice
  President and Chief

  
	
   

  	
   

  	
   

  	
   

  	
    Financial
  Officer

  



 


Execution time will be furnished upon Party B’s
written request.


 


15