Exhibit 10.17  RESTRICTED STOCK UNIT AWARD DOCUMENT Time-Based
Vesting  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 Unit Award Document (Award Document) and the Award
Confirmation. The Award Date for the Restricted Stock Units is stated on the
Award Confirmation. No shares of Common Stock will be issuable to Participant
under the Award unless and until the Restricted Stock Units vest as described
in the Award Document. By participating in the Plan, Participant shall be
deemed to have accepted all the terms and conditions of the Plan and this Award
Document and the terms and conditions of any rules and regulations adopted
by the Committee and shall be fully bound thereby.  This Award Document is the Agreement, as
referred to the Plan, which contains the terms and conditions of the Restricted
Stock Units.  2.Restricted Stock Units Subject to Plan; Definitions. The Restricted Stock Units are subject to
the terms and conditions of the Plan, and the terms of the Plan shall control
to the extent not otherwise inconsistent with the provisions of this Award
Document. The Restricted Stock Units are subject to any rules promulgated
pursuant to the Plan by the Board of Directors of the Company or the Committee.
The capitalized terms not otherwise defined in this Award Document have the
same meanings assigned to them in the Plan.  2.1The 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