Exhibit 10.1


 


Note: English translation of French
employment contract


 


EMPLOYMENT CONTRACT


 


Between:


 


SAS
LAWSON SOFTWARE CONSULTING FRANCE, with registered offices located in the Le
Louisiane Building, 10 chaussée Jules César, 95520 Osny, SIRET N°: 332 975 200
00079 —NAF Code : 741 G, represented by Fabienne Ringenbach acting in the
capacity of Manager of Human Resources, referred to hereinafter as « the Company »,


 


On the one hand, 


And


 


Mr. Eric
Verniaut, residing at 29 allée du tapis vert — 78230 Le Pecq, of French
nationality, referred to hereinafter as «Mr. Eric Verniaut»
or « the Employee »,


 


On the other hand


 


It has been agreed as follows:


 


The
following is agreed and decided in the framework of an open-ended employment
contract, concluded in accordance with extended provisions of the collective
wage agreement which applies to the Company (which is currently SYNTEC), and
with the following particular conditions.


 


Article 1
— Employment


 


The
Company is hiring Mr. Eric Verniaut, who accepts, as from 1st June 2009, as Group Executive Vice
President, M3 Industries, Position 3.3., Coefficient 270, Executive status.


 


This
contract is concluded without a trial period.


 


The
parties recall that the Employee has already worked for the account of the
Lawson Group in the USA since November 3, 2008, from which time the
Employee’s seniority is taken into account for the purposes of this contract.


 


Article 2
— Duties


 


Mr. Eric
Verniaut will perform the duties of Group Executive Vice President, M3
Industries under the responsibility of the Chairman of the Company to whom he
will report.


 


Mr. Eric
Verniaut’s main duties appear in the appended job description.


 


Mr. Eric
Verniaut shall in particular be in charge of the operations related to its
organization. He shall be responsible for putting in place the strategy defined
by the Headquarters in the US and ensure that the objectives of profitability,
growth and revenue for the Group are achieved. Mr. Eric Verniaut shall
also ensure that he has all the necessary resources (including human resources)
to achieve such objectives.


 


However,
the appended description is neither exhaustive nor final, and Mr. Eric
Verniaut may be called upon to perform other duties on the same level.  The Company is also apt to modify this job
description at any time, provided that the duties assigned at that time be
compatible with Mr. Eric Verniaut’s responsibilities.


 


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Article 3 —
Workplace


 


Mr. Eric
Verniaut will belong to the Company Osny branch, located in the Le Louisiane
Building at 10 Chaussée Jules César — ZA Les Beaux Soleils — 95520 Osny, its
being understood however that he may travel for periods of varying duration (in
France and abroad), which he accepts expressly.


 


To
satisfy its legitimate interests, the Company may change the Employee’s usual
work place within the Ile de France region, which the Employee accepts
expressly and without its being possible that this constitute a change in this
Contract.  In this case, and subject to
the conventional provisions which may apply, this change will be notified to Mr. Eric
Verniaut at least three months in advance.


 


Article 4
— Remuneration


 


Mr. Eric
Verniaut’s remuneration will consist in a fixed gross monthly salary of 13,600  Euros or a gross annual salary of 163,200  Euros payable over a 12-month period.


 


The
Employee is eligible for a variable remuneration based on target-fulfillment at
100% amounting to a gross amount of 166,500 Euros per annum.


 


At the Company’s sole
discretion, the Company may remove or change this variable component of
compensation from one period or year to the next if that removal or change
applies to Mr. Eric Verniaut and other employees who are then subject to
the same variable compensation plan.  Mr. Eric
Verniaut’s targets will be communicated annually in separate document, possibly
in a computer file, and may be revised at the Company’s discretion.


 


Article 4
bis— Impatriation premium


 


Due
to his setting-up in France, Mr. Eric Verniaut will receive an
impatriation premium corresponding to 5,400 Euros per month that is to say
64,800 Euros over a 12-month period, increased by an amount corresponding to
30% of his bonus (current target amount at 100% achievement is 49,500
Euros).   Any bonus is subject to the
terms and conditions of the bonus plan).


 


Furthermore,
as a part of his impatriation premium, the Company shall rent, for the benefit
of Mr. Eric Verniaut, his normal place of residence. The amount
corresponding to such benefit shall be treated as a benefit in kind and shall
thus be subject to social security taxes. The costs of such benefit for the
Company (before taxes) shall not exceed 3,500 Euros per month. This benefit
shall automatically cease upon termination of this Contract, for any reason
whatsoever.


 


It
is Mr. Eric Verniaut’s responsibility to verify the exact tax treatment of
this premium.


 


The
amount of any future merit pay increases will be determined based on the
aggregate amount of Mr. Verniaut’s then current fixed base salary,
impatriation premium on the fixed base salary, and impatriation premium on the
rental amount.


 


Article 5
— Duration and Working Hours


 


Given
the scope of the Employee’s responsibilities, his autonomy and his level of
remuneration, the parties acknowledge that the Employee is not subject to the
legal and regulatory provisions governing working hours, pursuant to Article L.
3111-2 of the Labor Code.


 


Article 6
— Professional expenses


 


The
professional expenses incurred by Mr. Eric Verniaut in the performance of
his duties will be paid or reimbursed, based on a detailed list accompanied by
documents in proof, on the conditions and according to the procedures applied
in the Company, which may be modified over time without this representing a
substantial amendment of this contract.


 


Article 7
— Absences


 


In
the event of a foreseeable absence, Mr. Eric Verniaut shall request a
prior authorization.


 


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If
the absence is unforeseeable and in particular if it is the result of an
illness or an accident, Mr. Eric Verniaut shall inform the company, or
have it informed immediately, and provide, within 48 hours, justification for
the absence, in particular by mailing in a notice of sick leave as well as
notices of possible extensions.


 


Article 8
— Paid vacation


 


Mr. Eric
Verniaut will be entitled to paid vacation in accordance with the legal and
conventional provisions in force.


 


The
date on which this vacation will be taken will be determined between the
Management and Mr. Eric Verniaut, on the basis of his wishes and the
requirements and necessities of the department.


 


Article 9
- Exclusivity


 


Throughout
the duration of his employment, the Employee undertakes to devote his working
time exclusively to the Company and to the furtherance of its interests.  Consequently, the Employee undertakes to
refrain from pursuing any other professional activity, for a salary or not
(company office, in particular), and from participating actively in any other
commercial undertaking without having obtained the Company prior approval.


 


In the
framework of the performance of his employment contract and the pursuit of his
professional activity, the Employee undertakes to refrain from accepting any
remuneration, bonus, shareholding, commission, travel, gift or more generally speaking,
any material benefit (supply of services, in particular) on the part of an
individual or legal entity other than the Company, without the express
authorization of his superior.


 


Any
failure on the part of Mr. Eric Verniaut to meet the obligations
stipulated above shall constitute on his part a serious and even a gross
misconduct, entailing termination of this contract without prior notice or
compensation, and this independently of the possible damages owed for the
prejudice sustained by the company.


 


Article 10
— Social Security and Welfare


 


The
employee will enjoy all the benefits of the retirement, providence and health
schemes granted by the Company.


 


He
cannot refuse the benefits or refuse to pay the share incumbent upon him, such
as these benefits and contributions are currently anticipated or are liable to
result, in the future, from modifications of the schemes under way.


 


These
different schemes may be amended by the Company in accordance with the laws in
force, without its being possible that Mr. Eric Verniaut claim any sums
for maintaining the existing schemes.


 


Article 11:  Transfer
of the Contract


 


The
Contract may be transferred to another company in the Group.  Mr. Eric Verniaut accepts at this time
the transfer of his Contract to another company in the Group, as this does not
imply the acceptance of any other change in the Contract which might result
from such a transfer, unless otherwise agreed in writing by Mr. Eric
Verniaut.


 


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Article 12:
Confidentiality


 


Mr. Eric
Verniaut undertakes to see to it that all Confidential Information concerning
the Company activities, or the activities of one of its clients or third
parties, to which he might have access during the period of his commitment in
the company, is considered and treated as being of a confidential nature for
the exclusive use of the company, and Mr. Eric Verniaut will also consider
himself as the custodian thereof.  Any
information of which the Company is the confidential custodian will be
considered as “Confidential Information”. 
This includes, but is not limited to, any information which has its own
independent, real or potential, economic value due to the fact that it is
unknown and cannot be easily known through lawful channels, by persons who
could derive any economic benefit whatsoever from its disclosure or use.  This includes, but is not limited to,
information concerning commercial issues, including research and development,
manufacturing processes, implementation, management systems and techniques,
client identity and profile, potential clients, suppliers, third parties, and
sales and marketing projects and data. 
Such information can be labeled as confidential, privileged or acquired
under circumstances which can reasonably be interpreted as comprising an
implicit obligation of confidentiality. 
The simple fact that a small number of individuals or institutions may
have had access to this information, or that the Company was not itself the
source of this information, does not deprive it of its status as confidential
Information.


 


Mr. Eric
Verniaut hereby acknowledges that the Company Confidential Information
represents a precious, special, unique asset and that the disclosure thereof in
any form whatsoever may undermine the Company interests.


 


The
obligation of confidentiality contained in this contract does not apply to
information regarding which Mr. Eric Verniaut can provide written proof
that it is accessible or potentially accessible to third parties without his
intervention or that it is accessible via publications or the unlimited use
thereof by third parties who have the right to disclose such information.


 


Mr. Eric
Verniaut undertakes to refrain, except when this proves necessary in the
performance of his duties, from utilizing such Confidential Information for his
own account, and from disclosing such information to a third party, either
directly or indirectly, whether it be during his employment by the Company or
thereafter, without having obtained the Company prior approval.  Mr. Eric Verniaut accepts to refrain
from removing archives, documents or any Confidential Information from the
Company premises, whether they be originals, duplicates or photocopies, except
which this is necessary for the performance of his duties.


 


Mr. Eric
Verniaut accepts to return to the Company all Confidential Information which he
may possess, including duplicates and photocopies, at the Company first request
or at the time of his departure from the Company.


 


Article 13:
Inventions and intellectual property - Code of Conduct


 


13-1 Transfer of Inventions


 


In
accordance with the provisions of Article L.611-7 of the Code of
Intellectual Property, all the Inventions made by Mr. Eric Verniaut, alone
or jointly with others, in the performance of his duties or in the framework of
studies or research entrusted explicitly to him (referred to hereinafter as
« Inventions pursuant to an assignment”) will automatically belong by
operation of the law to the Company, against payment of the additional remuneration
stipulated by the SYNTEC Collective Wage Agreement (Article 75).


 


All
other inventions not qualified as Inventions pursuant to an assignment belong
to Mr. Eric Verniaut.  However, if
these inventions have been made or developed by Mr. Eric Verniaut, alone
or jointly with others, either in the performance of his duties or in the
realms of the Company activity, or due to the knowledge or use of the Company
specific techniques and means (referred to hereinafter as
« inventions not pursuant to an assignment attributable to the
employee”»), Mr. Eric Verniaut undertakes to assign these inventions to
the Company subject to its payment of a bonus in accordance with the provisions
of (Article 75 of) the SYNTEC Collective Wage Agreements.


 


The
expression “Inventions” refers to discoveries, concepts and ideas, whether or
not they are liable or not to be patented, concerning any Company product,
service, commercial activity, research or development, whether current or
potential.


 


At
the Company request, Mr. Eric Verniaut will sign any document which the
Company may deem necessary or advisable, in order to obtain patents for the
Inventions.  He undertakes to do this
during and after the period of his employment by the Company.


 


13-2 Transfer of copyrights


 


In
consideration for his collaboration, Mr. Eric Verniaut hereby transfers to
the Company all the creations which are protected by copyright, such as defined
in Article L. 112-1 of the Code of Intellectual Property (including in
particular all reports, studies, projects, software, programming tools, designs
and models, methods, programs, formulas or processes which pertain to the
Company activities, studies or research and which can be protected) produced by
Mr. Eric Verniaut, alone or jointly with others, in the framework of his
employment contract, as well as the exploitation rights pertaining thereto
(referred to hereinafter as the « Creations »).  These 


 


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Creations
will be transferred to the Company, automatically, free of charge by operation
of the law, as they are made, without any usage restriction for the legal
duration of said intellectual property rights and for the entire world.


 


This
conveyance includes in particular:


 


·                  The exclusive right to
reproduce, duplicate, print, register all or a portion of the Creations, on all
media, in particular on paper, data or digital media and all other media known
or not yet known, in all formats, its being understood that this reproduction
right also includes the permanent or provisional right to reproduce any
software in full or in part, by all means and in all forms, in particular for
any loading, display, execution, transmission or storage, and this on any site.


 


·                  The exclusive right to
represent, publish, circulate or communicate to the public, market, grant
licenses to or sell the rights-of-use, rent, lend reproductions of the
Creations on all media known or not yet known and in all formats.


 


·                  The exclusive right to
adapt, to modify or to make any adaptation made necessary by the transfer of
the works to another medium, the right to make any French, foreign-language or
computer-language version, of all or a portion of the Creations and more
generally, the right to translate, arrange, modify, and the right to adapt and
transform the Creations, in full or in part, in any written, oral, telematic,
digital or any other form, for the purposes of all types of use ;


 


·                  the right to correct errors,
monitor and maintain the Creations ;


 


·                  the right to integrate the
Creations, totally or partially, with or without modifications or interfaces;


 


·                  The right to grant to any
third party the licenses to use, reproduce, represent, circulate, publish and
more generally speaking, to exploit the Creations ;


 


·                  The conveyance, at the Company
simple request, of the source codes of the Creations in a form which is usable
and organized.


 


13-3 Transfer of distinctive signs


 


All
distinctive signs created by Mr. Eric Verniaut, apt or not to be
registered as a trademark, will be transferred automatically to the Company
free of charge, by operation of the law, without any usage restriction.


 


13-4 General Obligations


 


Mr. Eric Verniaut undertakes to immediately inform the Company of
all Inventions, creations, distinctive signs of which he may be the author or
inventor (alone or with the assistance of one or several other persons) and to
communicate to the Company the most detailed information possible in this
respect.


 


The
decision to apply for a patent, in France or abroad, or to obtain any other appropriate
form of protection, to exploit any invention, creation or distinctive sign will
be up to the Company discretion alone.


 


Mr. Eric
Verniaut guarantees that none of his Inventions, creations or distinctive signs
infringes upon the rights of a third party and in this capacity, guarantees to
hold the Company harmless from all third-party claims or court action
concerning such inventions, creations or distinctive signs.  Mr. Eric Verniaut undertakes to
indemnify the Company for any prejudice (including attorneys’ fees) which might
result from such claims or actions.


 


Generally
speaking, Mr. Eric Verniaut undertakes to refrain from performing any act
concerning the Inventions, creations or distinctive signs he has created during
his collaboration (alone or with the assistance of one or several other
persons) which might compromise entirely or partially the exercise of the
rights conferred upon the company hereunder.


 


13-5
Code of Conduct


 


Mr. Eric Verniaut acknowledges that he has
had access to the French version of Lawson’s Code of Conduct and he undertakes
to comply with such Code of Conduct policy and agrees to acknowledge annually
that he is in compliance with the then current Code of Conduct policy of the
Company.


 


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Article 14 :
Documents and material property


 


Any
document and material property pertaining in any manner whatsoever to the
Company activity, designed or generated by Mr. Eric Verniaut, will be and
remain the Company exclusive property, and Mr. Eric Verniaut undertakes to
return to the Company all these documents and this material property when he
leaves the Company .


 


Similarly,
he hereby acknowledges that he has not and has never laid any claim concerning
any right, title or interest of any nature whatsoever, concerning the
trademarks belonging to or utilized by the Company.


 


Article 15 :
Non solicitation / Non-Enticement of employees / Non competition


 


15.1
Non solicitation / Non-Enticement


 


Mr. Eric Verniaut shall
refrain, throughout the duration of his employment contract and for a period of
twelve (12) months thereafter, from hiring or from seeking to entice, directly
or indirectly, any person who is or, over the course of the twelve (12) months
preceding the end of Mr. Eric Verniaut’s employment contract, who has been
a client of the Company or of one of its related companies or (ii) any
employee occupying a position in the Company or in one of its related
companies, for the purpose of hiring him or inciting him to leave his duties
within the Lawson group.


 


15.2 Non competition


 


The
parties acknowledge that, given the nature of his duties within the Company, Mr. Eric
Verniaut will have access to specific Company information, which, in a
particularly competitive context, could potentially cause serious prejudice to
the Company or to any related company.


 


Consequently,
Mr. Eric Verniaut undertakes, throughout the duration of this Contract and
for a period of twelve (12) months following the effective expiry thereof, to
refrain from having any involvement or role whatsoever, directly or indirectly,
alone or as a partner, executive, employee, director, manager or consultant, in
an undertaking which is pursuing, directly or indirectly, activities which, on
the date of the expiry of his employment contract, compete with the activities
of the Company or of any related company.


 


This
obligation applies for all of the territory of France, Germany and the USA and
only to the following competitors: Oracle, SAP, JDA, Infor/Geac, Microsoft,
IFS, IBS.


 


In
consideration for the obligations made by the Employee under this Article 15,
for the period following the effective expiry of his employment contract, the
Company undertakes, for the aforementioned 12-month period, to pay to Mr. Eric
Verniaut, every month, an indemnification which is equal to (a) fifty
percent (50%) of the fixed monthly salary (including the impatriation premium
on the fixed monthly salary and the impatriation premium on the rental amount)
received by Mr. Eric Verniaut prior to the effective termination date of
his employment contract plus (b) fifty percent (50%) of the annual target
variable remuneration for Mr. Eric Verniaut that was in effect immediately
prior to the effective termination date of his employment contract.


 


Within
30 days following notice of termination of this employment contract by either
of the parties, the Company may release Mr. Eric Verniaut from the
aforementioned obligation of non-competition, by means of a written
notice.  In this event, the Company will
no longer be required to pay the amount stipulated in the foregoing paragraph.


 


15.3 Penalty


 


In
the event that Mr. Eric Verniaut failed to comply with the terms of Article 12
(Confidentiality), 13 (Inventions and Intellectual Property), 15 (Non
enticement and Non-competition, Mr. Eric Verniaut shall pay a fine to the
Company, for each failure committed, amounting to twelve (12) times the average
fixed (gross) monthly salary he received in the Company for the six (6) months
preceding the failure or, in the event that the employment contract has
expired, immediately preceding the expiry thereof.


 


If
the failure continues, each month for which the situation or act constituting
the failure continues (and this despite the Company written formal notice to Mr. Eric
Verniaut) will be considered as constituting a specific failure and will incur
the payment of damages as stated above.


 


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If
the real prejudice caused to the Company exceeds this amount, the Company will
be entitled to damages concerning this amount and/or may, in this case, take
other legal or judicial measures.


 


Article 16 :
Termination


 


Each
party is entitled to terminate the Contract at any time on the conditions
stipulated in the Collective Wage Agreement.


 


Mr. Eric
Verniaut acknowledges moreover that any violation of his obligations hereunder
may entail termination of the Contract for serious misconduct.


 


In
signing, Mr. Eric Verniaut acknowledges and accepts that he is aware of
the nature of the obligations contained above and has signed this agreement
with full knowledge of the facts.


 


Article 17:
Miscellaneous


 


This contract, as well as
the rights & obligations ensuing herefrom for the Parties, will be
governed and interpreted according to French law.


 


This contract includes all
of the terms and conditions of the Employee’s employment by the Company.


 


Beginning on the date of the
signing of this contract, it shall replace and cancel all written or oral
contracts or agreements between or applying to the Parties, concerning the
terms and conditions of the Employee’s employment by the Company or by any
entity in the Lawson Group.  Any
amendment of this contract shall be specified in writing and signed by Mr. Eric
Verniaut and the Company.


 


Each stipulation in the Contract,
or each part of each of the stipulations of the Contract which may be declared
null and/or void shall be considered as separate from the Contract which shall
remain valid and continue to produce its effects for the remainder of its
provisions.


 


M. Eric Verniaut
acknowledges that he has received an original of this contract, duly signed by
the Parties.


 


Mr. Eric Verniaut will
inform the Company immediately of any change which might occur in the status he
has communicated to the Company on the date of this instrument (address,
marital status, etc.).


 


 


	
  Signed
  in Osny, on January 7, 2010

  	
   

  	
  on
  January 18, 2010

  
	
  In
  duplicate

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/
  Eric Verniaut

  	
   

  	
  /s/
  Erik Made

  
	
  Mr.
  Eric Verniaut

  	
   

  	
  The
  Company

  
	
   

  	
   

  	
  M.
  Erik Made

  



 


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