Exhibit 10.2


 


Section 16 Officer


U.S. Parent Company Supplement to Local Country Employment Agreement


 


This
U.S. Parent Company Supplement to Local Country Employment Agreement (“Supplement”)
is entered into effective January 6, 2010 between Lawson Software, Inc.,
a Delaware corporation with principal offices in the United States (“Parent”)
and the undersigned executive (“Executive), and supplements the Employment
Agreement dated January 6, 2010 between SAS Lawson Software Consulting
France  (“Subsidiary Employer”), a
subsidiary of Parent, and Executive (the “Local Country Agreement”).  Parent and its subsidiaries are collectively
referred to as “Lawson.”


 


Background


 


A.            Based on Executive’s role and
responsibilities at Lawson, Executive is subject to the reporting requirements
under Section 16 (a “Section 16 Officer”) of the United States
Securities Exchange Act (the “Exchange Act”);


 


B.            Parent wishes to provide a
severance arrangement to Executive as follows: 
(a) if Executive  is
terminated without cause, and not within two years after a change in control of
Parent, Executive would receive, as the exclusive remedy and payment, pre-tax
severance equal to one times annual base salary and (b) if Executive is
terminated without cause or leaves for good reason within two years after a
change in control of Parent, Executive would receive, as the exclusive remedy
and payment, pre-tax severance equal to two times annual base salary and annual
target bonus (as adjusted based on an average of bonuses earned) (collectively,
the “Section 16 Officer Severance Program”);


 


C.            The Local Country Agreement
and the laws of Executive’s country of residence (“Local Laws”) govern
Executive’s employment, and under those laws the amount of money payable to
Executive at the end of Executive’s employment could vary depending on the
duration of employment and other factors; and


 


D.            If Executive’s employment
with Lawson ends under the conditions described in this Supplement, and the
aggregate separation-related payments by the Subsidiary Employer under Local
Laws and the Local Country Agreement are less than the amount that would have
been paid under clause B above, Executive will be eligible to receive the
difference in those amounts to the extent described in this Supplement.


 


Agreement


 


In
consideration of the foregoing, Parent and Executive agree as follows:


 


1.             Definitions.  In addition to the capitalized terms used
above, the following capitalized terms used in this Supplement have the
respective meanings described below:


 


1.1           “Annual Base
Salary” means Executive’s then current annual base salary, including the
impatriation premium on the annual base salary and the impatriation premium on
the housing benefit from Lawson, subject to adjustment as described in Section 9
below,


 


1.2           “Cause” means
the separation from Lawson initiated because of:  (1) Executive has materially breached
any agreement between Executive and Lawson (as reasonably determined by Lawson)
and which is not or cannot reasonably be cured within 10 days after written notice
from Lawson to Executive; (2) any material violation by Executive of
Lawson’s policies, rules or regulations (as reasonably determined by
Lawson) and which is not or cannot be reasonably cured within 10 days after
written notice from the Employer to the Participant; or (3) commission of
any material act of fraud, embezzlement or dishonesty by Executive (as
reasonably determined by Lawson).


 


1.3           “Change in
Control” means any one or more of the following:   (1) the closing of a tender offer or
exchange offer for the ownership of 50% or more of the outstanding voting
securities of Parent, (2) the closing of a merger, consolidation or other
business combination between Parent and another corporation and as a result of
the completion of such 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 Parent, other than
affiliates (within the meaning of 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
closing of the sale of substantially all of the assets of Parent to another
corporation which is not a direct or indirect wholly owned subsidiary of
Parent, (4) a person, within the meaning of Section 3(a)(9) or
of Section 13(d)(3) of the Exchange Act, shall acquire 50% or more of
the outstanding voting securities of Parent (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)) pursuant to the Exchange Act, (5) individuals
who constitute Parent’s Board of Directors as of the date of this Supplement
(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 Supplement whose election, or nomination for election by Parent’s
stockholders, was approved by a vote of at least 50% of the directors
comprising the


 


1

















 


Incumbent
Board shall be, for purposes of this clause (5), considered as though such
person were a member of the Incumbent Board, or (6) approval by the
stockholders of Parent of a complete liquidation or dissolution of Parent.


 


1.4            “Good Reason”
mean 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; (2) a reduction in Executive’s
annual base pay as in effect immediately prior to a Change in Control; (3) a
material modification of Executive’s incentive compensation program (that is
adverse to Executive) as in effect immediately prior to a Change in Control; (4) a
requirement by Lawson that Executive be based anywhere other than within thirty
miles of Executive’s work location immediately prior to a Change in Control (with
exceptions for temporary business travel that is consistent in both frequency
and duration with Executive’s business travel before the Change in Control); or
(5) except as otherwise required by applicable law, the failure by Lawson
to provide employee benefit programs and plans (including any stock ownership
and stock purchase plans) that provide substantially similar benefits, in terms
of aggregate monetary value, at substantially similar costs to Executive as the
benefits provided in effect immediately prior to a Change in Control.


 


2.             Make Whole Payment Not
Related to a Change in Control.  If
Executive is no longer employed by Lawson and all of the following conditions
have been satisfied as of the last day of Executive’s employment:


 


a.             No Change in Control
of Parent has occurred in the previous two years;


b.             Executive is in
compliance with the Local Country Agreement and no Cause event has occurred;


c.             Executive has
not given notice of Executive’s voluntary resignation of employment with
Lawson;


d.             Lawson has initiated
Executive’s separation as an employee other than for Cause; and


e.             the aggregate of
all recoveries, damages, severance and amounts of money that Executive has
received and/or has alleged that Executive has a right to receive under Local
Laws, the Local Country Agreement and/or any other agreement or arrangement
(excluding any payments in consideration of any noncompetition agreement) is
less than one times Executive’s Annual Base Salary (that difference is referred
to as the “Section 2 Shortfall Amount”); then


 


Parent
shall cause to be paid to Executive the Section 2 Shortfall Amount (less
applicable taxes), subject to the limit in Section 4 below.


 


If
the aggregate of all recoveries, damages, severance and amounts of money that
Executive has received and/or has alleged that Executive has a right to receive
in connection with separation of employment under Local Laws, the Local Country
Agreement and/or any other agreement or arrangement (excluding any payments in
consideration of any noncompetition agreement) is equal to or greater than one
times Executive’s Annual Base Salary, then Executive shall have no right of
payment under this Section 2.


 


3.             Make Whole Payment Related to
a Change in Control.  If Executive
is no longer employed by Lawson and all of the following conditions have been
satisfied as of the last day of Executive’s employment:


 


a.             A Change in Control of Parent
has occurred in the previous two years;


b.             Executive is in
compliance with the Local Country Agreement and no Cause event has occurred;


c.             Within two years
after the Change in Control of Parent, Executive has given notice to
voluntarily resign for Good Reason or Lawson has initiated Executive’s
separation as an employee other than for Cause; and


d.             the aggregate of
all recoveries, damages, severance and amounts of money that Executive has
received and/or has alleged that Executive has a right to receive under Local
Laws, the Local Country Agreement and/or any other agreement or arrangement
(excluding any payments in consideration of any noncompetition agreement) is
less than two times Executive’s Annual Base Salary and annual target cash bonus
(that difference is referred to as the “Section 3 Shortfall Amount”); then


 


Parent
shall cause to be paid to Executive the Section 3 Shortfall Amount (less
applicable taxes), subject to the limit in Section 4 below.


 


If
the aggregate of all recoveries, damages, severance and amounts of money that
Executive has received and/or has alleged that Executive has a right to receive
in connection with separation of employment under Local Laws, the Local Country
Agreement and/or any other agreement or arrangement (excluding any payments in
consideration of any noncompetition agreement) is equal to or greater than two
times Executive’s Annual Base Ssalary and annual target cash bonus , then
Executive shall have no right of payment under this Section 3.


 


4.             Payout Limitation Under this
Supplement. 
Notwithstanding any provision in this Supplement to the contrary, in no
event may the aggregate payments under this Supplement exceed two times the
lesser of either:  (a) the maximum
amount that may be taken into account under Internal Revenue Code section
401(a)(17) or (b) the sum of Executive’s annualized compensation for
services provided to Lawson in the preceding taxable year.  In calendar 2009, two times the maximum
amount that may be taken into account under Internal Revenue Code section
401(a)(17) was $490,000 United States dollars.


 


5.             U.S. Internal Revenue Code Section 409A.  If any amounts payable to Executive pursuant
to this Supplement are subject to Section 409A of the United States
Internal Revenue Code (“Section 409A”), and an exception to Section 409A
does not apply, then, notwithstanding any provision in this Supplement to the
contrary:  (a) the payment of such
amount will be made to Executive six months plus five business days following
the date of Executive’s termination of employment (provided that at the time of
actual payment Executive has met all other conditions and requirements for that
payment under this Supplement), (b) no payment of 


 


2

















 


such
amount will be made to Executive before the date described in clause (a) above,
and (c) no interest shall accrue or be payable to Executive for any
payments that are delayed pursuant to this Section 4.  Lawson assumes no obligation to pay or
reimburse Employee for any taxes incurred under Section 409A.


 


6.             Tier 1 Change of Control
Severance Pay Plan Not Applicable to Executive.  Lawson’s Executive Change in Control
Severance Pay Plan for Tier 1 Executives (first adopted by Parent on January 17,
2005) (the “Tier 1 Plan”) does not and will not apply to Executive.  This Supplement is in lieu of the Tier 1
Plan.


 


7.             Effect of Supplement.  This Supplement is governed exclusively by
United States and Minnesota law.  If
Executive, Executive’s legal counsel or any court contends that Executive is
entitled to recoveries, damages, severance and other payments under this
Supplement, under Local Laws, the Local Country Agreement and/or any other
agreement or arrangement (excluding any payments in consideration of any
noncompetition agreement) which would exceed, in the aggregate, the amount of
money payable by Parent as described under clause B under “Background” above,
then this Supplement shall automatically be null and void and have no force or
effect.


 


8.             Official
Language.  The official
language of this Supplemental is English.


 


9.             Annual Base Salary.  If and when Executive is no longer receiving
a housing benefit from Lawson, Parent will cause Executive’s annual base salary
to be increased by 42,000 Euros (before taxes).


 


IN WITNESS WHEREOF, the parties hereto have
executed this Supplement as of the date first above written.


 


 


	
  Lawson Software, Inc.

  	
  Name of Executive:  Eric Verniaut

  
	
   

  	
   

  
	
   

  	
   

  
	
  By

  	
  /s/ Harry Debes

  	
   

  	
    /s/ Eric
  Verniaut

  
	
  Title President and CEO

  	
  Signature of Executive

  
				



 


3