Exhibit
10.5  RESTRICTED
STOCK UNIT AWARD DOCUMENT Time-Based Vesting  LAWSON
SOFTWARE, INC. 1996
STOCK INCENTIVE PLAN  1.Award of Restricted Stock Units. 
Pursuant to the Lawson Software, Inc. 1996 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 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).  2.3The term Fair Market Value has the
meaning described in Section 6 of the Plan.  2.4The term Good Reason means a condition
that satisfies both clauses (a) and (b) below:  (a)the occurrence of any of the following
events:(1) a job reassignment that
is not at least of comparable responsibility or status as the assignment in
effect immediately prior to the Change in Control Transaction; (2) a reduction
in the Participants base pay as in effect immediately prior to a Change in
Control Transaction; (3) a material modification of the Companys incentive
compensation program (that is adverse to the Participant) as in effect
immediately prior to a Change in Control Transaction; (4) a requirement by the
Company that the Participant be based anywhere other than within thirty miles
of the Participants work location immediately prior to a Change in Control
Transaction (with exceptions for temporary business travel that is consistent
in both frequency and duration with the Participants business travel before
the Change in Control Transaction); or (5) except as otherwise required by
applicable law, the failure by the Company to provide employee benefit programs
and plans (including any stock ownership and stock purchase plans) to
Participant that provide substantially similar benefits, in terms of aggregate
monetary value, at substantially similar costs to the Participant as the
benefits provided in effect immediately prior to a Change in Control
Transaction.  Termination or reassignment
of the Participants employment for Cause, or by reason of disability or death,
are not Good Reason events.  (b)Participant provides notice to the
Company in writing of the existence of any of the events described in Section 2.4(a)(1)
 (5) above, within a period not to exceed 30 days after the initial existence
of such event.  The Company shall have a
period of 10 days after the date of that notice within which to remedy such
event.  If the Company remedies that
event within 10 days after such notice, Good Reason shall not exist for such
event.  2.5The term Scheduled Vesting Date means
the vesting date specified in the Award Confirmation.  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 (1) or more Subsidiaries.  2.8The 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.  2.9The 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 and Acceleration of Vesting. 
Except as specifically provided in this Award Document and the Plan,
100% of the Restricted Stock Units 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 Restricted Stock Units
shall occur after Termination of Participants Service.  2


3.1Automatic 100% Acceleration of Vesting
Upon Death.  If there is a Termination of Participants
Service because of Participants death, then (i) all conditions of vesting will
be assumed to have been met for 100% 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.  3.2Automatic 100% Acceleration of Vesting if
Restricted Stock Units are Terminated Upon Completion of a Change in Control
Transaction.  If the Restricted Stock Units are to be
terminated upon the completion of a Change in Control Transaction, then
immediately prior to the completion of the Change in Control Transaction (and
if Participant is then an employee of the Company or any Subsidiary):  (i) all conditions of vesting will be assumed
to have been met for 100% 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. 
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.  There shall be no
acceleration of vesting under this Section 3.2 if a Change in Control
Transaction does not occur.  3.3Automatic 100% Acceleration of Vesting For
Termination of Participants Service Without Cause Within Two Years After a
Change in Control Transaction.  If within two
years after the completion of a Change in Control Transaction, there is a
Termination of Participants Service initiated by the Company or any Subsidiary
(or successor) other than for Cause, then: 
(i) all conditions of vesting will be assumed to have been met for 100%
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.  The acceleration
of vesting under this Section 3.3 will be deemed to have occurred immediately
before the Termination of Participants Service.  3.4Automatic 100% Acceleration of Vesting If
a Good Reason Condition Occurs Within Two Years After a Change in Control
Transaction.  If within two years after the completion of a
Change in Control Transaction, there is a Good Reason condition under Section 2.4
above, then:  (i) all conditions of
vesting will be assumed to have been met for 100% 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.  3.5Leave 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 Restricted Stock Units during a Company approved leave of
absence.  4.Termination and Forfeiture. 
Except to the extent described in Sections 3.1, 3.2, 3.3 or 3.4 above,
no vesting of the Restricted Stock Units shall occur after the date of
Termination of Participants Service and all such unvested Restricted Stock
Units 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 Restricted Stock Units.  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  3


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.  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  4


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 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 maybe 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,  5


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.  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  6


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.  7