Exhibit 10.21  RESTRICTED
STOCK UNIT AWARD DOCUMENT Vesting
based on achievement of budgeted non-GAAP operating margin percentage for the
fiscal year identified in the Award Confirmation  LAWSON
SOFTWARE, INC. 2001
STOCK INCENTIVE PLAN  1.Award of Restricted Stock Units. 
Pursuant to the Lawson Software, Inc. 2001 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 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.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.  2.1The term Change in Control Transaction
means (1) the closing of a tender offer or exchange offer for the
ownership of 50% or more of the outstanding voting securities of the Company; (2) the
Company shall have completed a tender offer, exchange offer or merger,
consolidation or other business combination with another corporation and as a
result of such tender offer, exchange offer, merger, consolidation or
combination 50% or fewer of the outstanding voting securities of the surviving
or resulting corporation are owned in the aggregate by the former stockholders
of the Company, other than affiliates (within the meaning of the Securities
Exchange Act of 1934, as amended (the Exchange Act)) of any party to such
merger or consolidation, as the same shall have existed immediately prior to
such merger or consolidation; (3) the Company shall have completed the
sale of substantially all of its assets to another corporation which is not a
direct or indirect wholly owned Subsidiary of the Company; (4) a person,
within the meaning of Section 3(a)(9) or of Section 13(d)(3) (as
in effect on the date of this Award Document) of the Exchange Act, shall
acquire 50% or more of the outstanding voting securities of the Company
(whether directly, indirectly, beneficially or of record) (for purposes hereof,
ownership of voting securities shall take into account and shall include
ownership as determined by applying the provisions of Rule 13d-3(d)(1)(i) as in
effect on the date of this Award Document) pursuant to the Exchange Act; (5) approval
by the stockholders of the Company of a complete liquidation or dissolution of
the Company; or (6) individuals who constitute the Companys Board of
Directors on the date of this Award Document (the Incumbent Board) cease for
any reason to constitute at least a majority thereof, provided that any person
becoming a director subsequent to the date of this Award Document whose
election, or nomination for election by the Companys stockholders, was
approved by a vote of at least 50% of the directors


comprising the Incumbent
Board shall be, for purposes of this clause (6), considered as though such
person were a member of the Incumbent Board.   2.2The term Fair Market Value has the
meaning described in Section 6 of the Plan.  2.3The term Determination Date means the
date on which the applicable portion of the Restricted Stock Units vest
pursuant to Section 3 below (if such vesting occurs).  2.4The term Budgeted Fiscal Year Non-GAAP
Operating Margin Percentage means the budgeted operating income percentage of
the Company for the fiscal year identified in the Award Confirmation (that
percentage will either be shown in the Award Confirmation or determined as of June
1 of that fiscal year as part of the final approved budget for that fiscal
year), using the budgeted foreign exchange rate and budgeted non-GAAP
adjustments to revenue and expenses that are consistent with the types of
non-GAAP adjustments approved by the Audit Committee of the Board of Directors
of the Company.  2.5The term Actual Fiscal Year Non-GAAP
Operating Margin Percentage means the actual operating income percentage of
the Company for the fiscal year identified in the Award Confirmation,
determined using the same budgeted foreign exchange rate as used for the
Budgeted Fiscal Year Non-GAAP Operating Margin Percentage and using the
non-GAAP adjustments to revenue and expenses, if any, that are approved by the
Audit Committee of the Board of Directors of the Company.  2.6The term Shares means the shares of
Common Stock subject to the Award, whether or not those shares are Vested
Shares.  2.7The term Subsidiary or Subsidiaries
means any corporation at least a majority of whose securities having ordinary
voting power for the election of directors (other than securities having such
power only by reason of the occurrence of a contingency) is at the time owned
by the Company and/or one or more Subsidiaries.  2.8The term Termination of Participants
Service means the last day of Participants regular full time employment with
the Company or any of its Subsidiaries.  2.9The 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 of the Restricted Stock Units. All of the Restricted Stock Units
identified in the Award Confirmation (and eligible for vesting based on the
fiscal year identified in the Award Confirmation) will vest and become the
right to receive Vested Shares only as described in Sections 3.1 or 3.2 below.  3.1Achievement of Actual Fiscal Year
Non-GAAP Operating Margin Percentage Compared With Budget. If the Actual Fiscal Year Non-GAAP
Operating Margin Percentage equals or exceeds the Budgeted Fiscal Year Non-GAAP
Operating Margin Percentage, all of the Restricted Stock Units will vest and
become the right to receive the corresponding number of Vested Shares, but only
if the Participant was a full time employee of the Company or one of its
Subsidiaries on the last day of the fiscal year identified in the Award
Confirmation. If a Termination in Participants Service occurs after the end of
that fiscal year, the Participant will be eligible to receive distribution as a
result of the vesting of the Restricted Stock Units if and when all of the
other conditions described in this Section 3.1 are satisfied.  3.2Automatic Acceleration of Vesting of all
of the Restricted Stock Units Because of a Change in Control Transaction. If a Change in Control Transaction is
completed at any time on or before the end of the fiscal year identified in the
Award Confirmation, then immediately prior to that Change in Control
Transaction (and if Participant is then an employee of the Company or any  2


Subsidiary): (i) all conditions of vesting will
be assumed to have been met for all of the Restricted Stock Units and
(ii) Participant will have the right to immediately receive the number of
Vested Shares equal to the number of Restricted Stock Units identified in the
Award Confirmation. The acceleration of vesting under this Section 3.2 will
be deemed to have occurred immediately before the completion of the Change in
Control Transaction.  4.Termination and Forfeiture of all of the Restricted
Stock Units. If
none of the conditions described in Sections 4.1 or 4.2 above have occurred and
may no longer occur, then none of the Restricted Stock Units identified in the
Award Confirmation will vest and all of those Restricted Stock Units will
automatically be deemed forfeited and terminated.  5.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 delivery of the Vested Shares
underlying the Restricted Stock Units (if and when vesting occurs).  6.Issuance and Custody of Certificate; Delayed Delivery
in Certain Cases.  6.1Subject 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 Restricted
Stock Units, but no more than 30 days after such vesting date and no event
later than the 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.  6.2The 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.  6.3At 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 6.2, the Company shall use its reasonable efforts to remove
such limitations.  6.4If 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 payment Participant
has met all other requirements for that payment under this Award Document),
(b) no payment of such amount will be made to Participant before the date
described in clause (a) above, and (c) no dividend equivalents shall
accrue or be payable to Employee for any payments that are delayed pursuant to
this Section 6.4.  7.No Rights as Stockholder. Prior to the Participant receiving the
Vested Shares underlying the Restricted Stock Units pursuant to Section 6
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.  3


8.Adjustments. In the event of any stock split, stock dividend,
recapitalization or combination of shares by the Company after the Award Date,
the number of Shares subject to the Restricted Stock Units shall be equitably
adjusted in the same manner as the Companys outstanding shares of Common
Stock. The Committee will administer the process for completing that equitable
adjustment. The number of Restricted Stock Units designated in the Award
Confirmation has been adjusted for all stock splits that were effective before
the Award Date.  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 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  4


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) 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.  5


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.  19.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.  6