**Exhibit 10.11**

**RESTRICTED STOCK UNIT AGREEMENT**

LAWSON SOFTWARE, INC.

1996 STOCK INCENTIVE PLAN

1.             Awardof Restricted Stock Units.  Pursuantto the Lawson Software, Inc. 1996 Stock Incentive Plan (the “Plan”), LawsonSoftware, Inc., a Delaware corporation (the “Company”) awards (the “Award”) tothe participant (“Participant”) whose name is specified on the Certificate ofRestricted Stock Unit Award on the Salomon Smith Barney website atwww.benefitaccess.com (the “Certificate”), units of restricted common stock (“CommonStock” of the Company as follows:

The Company awards to Participant the number of “Restricted Stock Units”shown on the Certificate, subject to the terms and conditions set forth in thePlan, this Restricted Stock Unit Agreement (“Agreement”) and theCertificate.  The Award Date for theRestricted Stock Units is stated on the Certificate.  No shares of Common Stock will be issuable toParticipant under the Award unless and until the Restricted Stock Units vest asdescribed in the Agreement.  By participating in the Plan, Participantshall be deemed to have accepted all the terms and conditions of the Plan andthis Agreement and the terms and conditions of any rules and regulationsadopted by the Committee and shall be fully bound thereby.

2.             RestrictedStock Units Subject to Plan; Definitions. The Restricted Stock Units are subject to the terms and conditions ofthe Plan, and the terms of the Plan shall control to the extent not otherwiseinconsistent with the provisions of this Agreement.  The Restricted Stock Units are subject to anyrules promulgated pursuant to the Plan by the Board of Directors of the Companyor the Committee.  The capitalized termsnot otherwise defined in this Agreement have the same meanings assigned to themin the Plan.

2.1           The term “ActualNumber of Employment Days” means the number of calendar days between the AwardDate and the date of Termination of Participant’s Service.

2.1           The term “Cause”means Termination of Participant’s Service initiated by the Company or its Subsidiariesbecause of:  (1) if Participant hasentered into any written and executed contract(s) with the Company or itsSubsidiaries, any material breach by Participant of such contract that has amaterial adverse effect on the Company or any Subsidiary (as reasonablydetermined by the Company) and which is not or cannot reasonably be curedwithin five days after written notice from the Company to Participant; (2) anymaterial violation by Participant of the Company’s or a Subsidiary’s policies,rules or regulations that has a material adverse effect on the Company or anySubsidiary (as reasonably determined by the Company) and which is not or cannotbe cured within five days after written notice from the Company to Participant;(3) commission of any act of fraud, embezzlement or dishonesty by Participantthat is materially injurious to the Company or any Subsidiary (as reasonablydetermined by the Company); (4) any other intentional misconduct by Participantadversely affecting the business or affairs of the Company or any Subsidiary inany material manner (as reasonably determined by the Company); or (5)intentional or willful failure of Participant to perform Participant’sresponsibilities as an employee of the Company or any 

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Subsidiary (other thanas a result of permitted leave of absence, vacation, injury or illness), unlesscured to the reasonable satisfaction of the Company within five days afterwritten notice to Participant describing the failure.

2.2           The term “CertificateVesting Date” means the vesting date specified in the Certificate.

2.3           The term “Changein Control Transaction” means (1) the closing of a tender offer or exchangeoffer for the ownership of 50% or more of the outstanding voting securities ofthe Company; (2) the Company shall have entered into a definitive agreementwith respect to a tender offer, exchange offer or merger, consolidation orother business combination with another corporation and as a result of suchtender offer, exchange offer, merger, consolidation or combination 50% or fewerof the outstanding voting securities of the surviving or resulting corporationare owned in the aggregate by the former stockholders of the Company, otherthan affiliates (within the meaning of the Securities Exchange Act of 1934, asamended (the “Exchange Act”)) of any party to such merger or consolidation, asthe same shall have existed immediately prior to such merger or consolidation;(3) the Company shall have entered into a definitive agreement to sellsubstantially all of its assets to another corporation which is not a direct orindirect wholly owned Subsidiary of the Company; (4) a person, within themeaning of Section 3(a)(9) or of Section 13(d)(3) (as in effect on the date ofthis Agreement) of the Exchange Act, shall acquire 50% or more of theoutstanding voting securities of the Company (whether directly, indirectly,beneficially or of record) (for purposes hereof, ownership of voting securitiesshall take into account and shall include ownership as determined by applyingthe provisions of Rule 13d-3(d)(1)(i) as in effect on the date of thisAgreement) pursuant to the Exchange Act; (5) approval by the stockholders ofthe 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 thisAgreement (the “Incumbent Board”) cease for any reason to constitute at least amajority thereof, provided that any person becoming a director subsequent tothe date of this Agreement whose election, or nomination for election by theCompany’s stockholders, was approved by a vote of at least 50% of the directorscomprising the Incumbent Board shall be, for purposes of this clause (6),considered as though such person were a member of the Incumbent Board.  The definition of a “Change in Control” inthe 1996 Stock Incentive Plan shall not apply to this Award.

2.4           The term “Disability”means Participant’s permanent disability as defined under any long termdisability plan of the Company, or in the absence of such plan, the inabilityof Participant, due to illness or injury, to substantially perform Participant’sduties (after taking into account any reasonable accommodation required by theAmericans with Disabilities Act, if applicable to Participant) for a period ofat least 180 consecutive days.   The determination of a Disability shall bebased on competent medical opinion.

2.5           The term “FairMarket Value” has the meaning described in Section 2(m) of the Plan.

2.6           The term “Good Reason”means:  the occurrence of any of the followingevents:  (1) a job reassignment that doesnot have at least a majority of comparable responsibilities as the assignmentin effect immediately prior to a Change in Control Transaction; (2) a reductionin the Participant’s Base Pay as in effect immediately prior to a Change inControl Transaction; (3) a reduction of more that 10% in Participant’s 

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target incentive cash compensation as in effect immediately prior to aChange in Control Transaction; or (4) a requirement by the Employer that theParticipant be based anywhere other than within fifty miles of the Participant’swork location immediately prior to a Change in Control Transaction (withexceptions for temporary business travel that is consistent in both frequencyand duration with the Participant’s business travel before the Change inControl Transaction).  The followingevents are not considered “Good Reason”: (a) changes in organizational structure or reporting relationships,changes in the number of direct reports, or change in Participant’s title; (b)changes to equity incentive plans and other employee benefits plans, programsor perquisites; or (c) termination or reassignment of the Participant’semployment for Cause, or by reason of Disability or death of Participant.

2.7           The term “InitialNumber of Days During Vesting Period” means the number of calendar days betweenthe Award Date and the Certificate Vesting Date.

2.8           The term “Retirement”means Termination of Participant’s Service at any time on or after the date onwhich the Participant’s age plus years of full time employment with the Companyor any Subsidiary equals 65 or more.  Thedefinition of a “Retirement” in the 1996 Stock Incentive Plan shall not applyto this Award.

2.9           The term “Shares” meansthe shares of Common Stock subject to the Award, whether or not those sharesare Vested Shares.

2.10         The term “Subsidiary” or “Subsidiaries”means any corporation at least a majority of whose securities having ordinaryvoting power for the election of directors (other than securities having suchpower only by reason of the occurrence of a contingency) is at the time ownedby the Company and/or one (1) or more Subsidiaries.

2.11         The term “Termination ofParticipant’s Service” means the last day of Participant’s regular full time orpart time employment with the Company and its Subsidiaries.

2.12         The term “Vested Shares”means the Shares with respect to which the Restricted Stock Units have vestedat any particular time, on a one-for-one basis (for example, if ten RestrictedStock Units vest, ten Vested Shares of Common Stock will be issued on thevesting date).

3.             Vestingand Acceleration of Vesting.  Exceptas specifically provided in this Agreement and the Plan, 100% of the RestrictedStock Units will vest and become the right to receive Vested Shares on the CertificateVesting Date, but only if Participant has at all times been a regular full timeor part time employee of the Company or any Subsidiary from the Award Date tothe applicable vesting date.  No vestingof the Restricted Stock Units shall occur after Termination of Participant’sService, except only to the extent described in Sections 3.1, 3.2 and 3.3below.

3.1           Pro Rata Accelerationof Vesting Upon Death, Disability or Retirement.  If there is a Termination of Participant’sService because of Participant’s death, Disability or Retirement, the followingpro rata portion of the Restricted Stock Units will vest and become the rightto receive the corresponding number of Vested Shares as of the date ofTermination of Participant’s Service:

 
| (Actual Number of Employment  Days)            |   |                                       |
|------------------------------------------------|--------|--------------------------------------------|
| (Initial Number of Days During Vesting Period) | X      | (Restricted Stock Units) = (Vested Shares) |

 

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If Termination of Participant’s Service is due todeath, Disability or Retirement, the pro rata acceleration of vesting underthis Section 3.1 will be deemed to have occurred immediately prior to suchTermination of Participant’s Service.

3.2           Automatic 100%Acceleration of Vesting if Restricted Stock Units are Terminated In Connectionwith a Change in Control Transaction. If the Restricted Stock Units are to be terminated upon the completionof a Change in Control Transaction, then immediately prior to the Change inControl Transaction (and if Participant is then an employee of the Company orany Subsidiary):  (i) all conditions ofvesting will be assumed to have been met for 100% of the Restricted Stock Unitsand (ii) Participant will have the right to immediately receive the number ofVested Shares equal to the number of Restricted Stock Units.  The acceleration of vesting under thisSection 3.2 will be deemed to have occurred immediately before the completionof the Change in Control Transaction.

3.3           Automatic 100%Acceleration of Vesting Under Certain Conditions Within Two Years After aChange in Control Transaction.  Ifwithin two years after the completion of a Change in Control Transaction, thereis a Termination of Participant’s Service initiated by the Company or anySubsidiary (or successor) other than for Cause or by the Participant for GoodReason, then:  (i) all conditions ofvesting will be assumed to have been met for 100% of the Restricted Stock Unitsand (ii) Participant will have the right to immediately receive the number ofVested Shares equal to the number of Restricted Stock Units.  The acceleration of vesting under thisSection 3.3 will be deemed to have occurred immediately before the Terminationof Participant’s Service.

3.4           Leave of Absence.  The Company’s leave of absence procedureconcerning stock options, that is in effect as of the date of this Agreement,will also govern the vesting of the Restricted Stock Units during a Companyapproved leave of absence.

4.             Terminationand Forfeiture.  Except to the extentdescribed in Sections 3.1, 3.2 and 3.3 above, no vesting of the Restricted StockUnits shall occur after the date of Termination of Participant’s Service andall such unvested Restricted Stock Units will be irrevocably forfeited as of5:01 p.m. United States Central on the date of Termination of Participant’sService and Participant will retain no rights with respect to the forfeitedRestricted Stock Units.

5.             No Transfer of Restricted Stock Units.  TheRestricted Stock Units cannot be sold, assigned, transferred, gifted, pledged,hypothecated, or in any manner encumbered or disposed of at any time prior todelivery of the Vested Shares underlying the Restricted Stock Units after theRestricted Stock Units have vested pursuant to Section 3 above.

6.             Issuance and Custody of Certificate; DelayedDelivery in Certain Cases.

6.1           Subject to the restrictions in this Section 6,upon vesting of the Restricted Stock Units and following payment of anyapplicable withholding taxes pursuant to Section 9 of this Agreement, theCompany shall promptly cause to be issued and delivered to Participant acertificate or certificates evidencing such Vested Shares, free of anyrestrictive legends and registered in the name of Participant or in the name ofParticipant’s legal representatives, beneficiaries or heirs, as the case maybe, and shall 

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cause such certificate or certificates to bedelivered to Participant or Participant’s legal representatives, beneficiariesor heirs.  Except as provided in Section6.2 or 6.4, any income will be recognized by Participant on the date theParticipant first becomes eligible to receive the shares under Section 3.  If the issuance of shares is delayed pursuantto Section 6.2 or 6.4, the Participant will recognize income on the date theshares may first be issued in accordance with Section 6.2 or 6.4.

6.2           The issuance of any Common Stock inaccordance with this Award shall only be effective at such time that the saleor issuance of Common Stock pursuant to this Agreement will not violate anystate or federal securities laws or other laws.

6.3           At any time after the vesting of theRestricted Stock Units and prior to the issuance of the Vested Shares, if theissuance of the Vested Shares to the Participant is prohibited due tolimitations under Section 6.2, the Company shall use its reasonable efforts toremove such limitations.

6.4           If Participant is a “specified employee” forpurposes of Section 409A of the United States Internal Revenue Code (“Section409A”), 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’stermination of employment, then, notwithstanding any provision in this Agreementto the contrary:  (a) the issuance of the Vested Shares shall be made toParticipant six months plus five business days following the date of Terminationof Participant’s Service (provided that at the time of actual paymentParticipant has met all other requirements for that payment under thisAgreement), (b) no payment of such amount will be made to Participant beforethe date described in clause (a) above, and (c) no dividend equivalents shallaccrue or be payable to Employee for any payments that are delayed pursuant tothis Section 6.4.

7.             Rights as Stockholder. Prior to the Restricted Stock Units vesting and Participant receiving theVested Shares underlying the Restricted Stock Units pursuant to Section 6above, Participant shall not have ownership or rights of ownership of anyCommon Stock underlying the Restricted Stock Units awarded hereunder.  Participant shall not be entitled to receivedividend equivalents on the Restricted Stock Units.

8.             Adjustments.  In the event of any stocksplit, stock dividend, recapitalization or combination of shares by the Companyafter the Award Date, the number of Shares subject to the Restricted StockUnits shall be equitably adjusted in the same manner as the Company’soutstanding shares of Common Stock.  TheCommittee will administer the process for completing that equitableadjustment.  The number of RestrictedStock Units designated in the Certificate has been adjusted for all stocksplits that were effective before the Award Date.

#### 9.             Taxes.  To provide the Company withthe opportunity to claim the benefit of any income tax deduction which may beavailable to it in connection with the Award, and to comply with all applicablefederal or state tax laws or regulations, the Company may take such action asit deems appropriate to insure that, if necessary, all applicable federal orstate income taxes, social security taxes and other taxes are withheld orcollected from Participant.  Inaccordance with the terms of the Plan, and such rules as may be adopted by theCommittee under the Plan, Participant may elect to satisfy Participant’sminimum federal and state income tax withholding obligations arising from thereceipt of the Vested Shares, by:  (i)delivering cash, check (bank check, certified check or personal check) or moneyorder payable to the Company, (ii) having the Company withhold a portion of theVested Shares otherwise to be delivered having a Fair 

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#### Market Value equal to theamount of such taxes, or (iii) delivering to the Company shares of Common Stockwhich have been owned by the Participant more than six months and which have aFair Market Value equal to the amount of such taxes.   The Company will not deliver any fractionalVested Shares but will pay, in lieu thereof, the Fair Market Value of suchfractional Vested Shares.  Participant’selection under this Section 9 must be made on or before the date that the amountof tax to be withheld is determined.

10.           Participant’s Employment.  ThisAgreement, the Certificate and the Plan are not an employment contract.  Nothing contained in this Agreement, theCertificate or the Plan shall confer on Participant any right to continue inthe employ of the Company or any Subsidiary or other affiliate of the Companyor affect in any way the right of the Company or any Subsidiary or otheraffiliate to terminate the employment of Participant at any time.  No compensation or benefit awarded to orrealized by Participant under the Plan or this Agreement shall be included forthe purpose of computing Participant’s compensation under any incentivecompensation plan or any compensation-based retirement, disability or similarplan of the Company unless required by law or otherwise provided by such otherplan.

11.           No Trust or Fund Created. Neither the Plan nor this Agreement shall create or be construed tocreate a trust or separate fund of any kind or a fiduciary relationship betweenthe Company or any Subsidiary and Participant or any other person.  To the extent that any Participant acquires aright to receive Shares or payments from the Company or any Subsidiary pursuantto the Award, such right shall be no greater than the right of any unsecuredcreditor of the Company or any Subsidiary.

12.           Consentto Internal Use of Personal Data. Participant consents to the Company’s and its Subsidiaries’ (and theCompany’s equity plan administrator) receiving and using personal data relatedto Participant for employment-related purposes only and for gathering andmaking required reports to government authorities.

13.           NoRight of Future Awards.  Nothingcontained in this Agreement, the Certificate or the Plan shall confer onParticipant any right to receive any additional stock awards in the future fromthe Company, Subsidiary or any other affiliate of the Company or affect in anyway the right of the Company, Subsidiary or any other affiliate to terminatethe granting of equity awards at any time.

14.           Interpretationof Terms; General.  The Committeeshall interpret the terms of the Award and this Agreement, the Certificate andPlan and all determinations shall be final and binding.  The Award and this Agreement, the Certificateand Plan (1) are governed by the laws of the State of Minnesota, (2) may beamended only in writing, signed by an executive officer of the Company, and (3)supersede any other verbal or written agreements or representations concerningthe Award.

15.           OfficialLanguage.  The official language ofthe Award and this Agreement, the Certificate and Plan is English.  Documents or notices not originally writtenin English shall have no effect until they have been translated into English,and the English translation shall then be the prevailing form of such documentsor notices.  Any notices or otherdocuments required to be delivered to the Company (or equity plan administrator)under this Agreement, shall be translated into English, at Participant’sexpense, and provided promptly to the Company in English (to the attention ofthe Company’s Corporate Secretary).  TheCompany may also request an untranslated copy of such documents.

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16.           Signatureand Validity.  An executive officerof the Company has signed this Agreement electronically on behalf of theCompany.   The Participant is deemed tohave signed this Agreement and agreed to all of its terms by havingelectronically indicated Participant’s acceptance and agreement on theCertificate on the Salomon Smith Barney website at www.benefitaccess.com.  If there is any discrepancy between thenumber of Restricted Stock Units shown in the Certificate and the number shownin the records of the Company’s Corporate Secretary, the records of the Company’sCorporate Secretary shall prevail.

Lawson Software, Inc.
| By    |   |   |   |
|-------|--------|--------|--------|
| Title |   |   |   |
|       |        |        |        |  |

 

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