Exhibit 10.1


 


FIRST AMENDMENT

TO TRANSACTION AGREEMENT


 


This FIRST AMENDMENT
TO THE TRANSACTION AGREEMENT (the “Amendment”), effective
as of December 14, 2005, is by and among Intentia International AB, a company organized under the laws of
Sweden and its principal place of business at Vendevägen 89, Box 596, SE-182 15
Danderyd, Sweden (“Intentia”), Lawson Software, Inc, a Delaware corporation
with its principal place of business at 380 St. Peter Street, St. Paul,
Minnesota USA (“Lawson”), Lawson Holdings, Inc., a Delaware corporation
with its principal place of business at 380 St. Peter Street, St. Paul,
Minnesota USA (“Bidder”) and Lawson Acquisition, Inc., a Delaware
corporation with its principal place of business at 380 St. Peter Street, St.
Paul, Minnesota USA (“Lawson Acquisition”).  All capitalized terms used but not defined in
the Amendment have the meaning assigned to them in the Supply Agreement (the “Transaction
Agreement”), dated June 2, 2005,
by and among Intentia, Lawson,
Bidder and Lawson Acquisition.


 


WHEREAS, Intentia, Lawson, Bidder and Lawson Acquisition
have previously entered into the Transaction Agreement which sets forth, among
other matters, the terms and conditions of the business combination of Lawson
and Intentia; and


 


WHEREAS, each of Intentia, Lawson, Bidder and Lawson
Acquisition desires  that certain terms of the Transaction Agreement be amended, as set forth herein; and


 


NOW, THEREFORE, in
consideration of the premises and of the mutual covenants and agreements set
forth herein and in the Transaction
Agreement, the parties hereto agree as follows:


 


1.             Section 4.1
of the Transaction Agreement is amended and restated in its entirety as
follows:


 


“4.1         Termination.  This Agreement may be terminated (i) by
Lawson on written notice to Intentia if the Offer is terminated or withdrawn by
Lawson on the basis that it is clear that any of the conditions set forth in
the Offer has not been fulfilled or cannot be fulfilled, (ii) by mutual
written consent of both parties, (iii) by Intentia on written notice to
Lawson upon a Lawson Change of Recommendation, (iv) by either party if
Lawson’s stockholders shall not have approved the Merger and the issuance of
the Offered Common Stock by the required vote at the first stockholders’
meeting called for that purpose or any adjournment thereof, and (v) by
either party if the public announcement of the satisfaction of all conditions
to the Offer has not been made by April 30, 2006 (the “Termination
Date”), provided however, that the right to terminate under this Section 4.1(v) shall
not be available to any party whose material failure to fulfill any obligation
hereunder has been the principal cause of, or resulted in, the failure of such
exchange of the Offered Common Stock by the Termination Date.”


 


2.             This
Amendment shall be governed by and construed in accordance with the laws of the
State of New York, USA, without regard to its principles of conflicts of laws
(except to the


 





















 


extent that applicable laws governing the corporate organization of
Lawson or Intentia mandate the application of the laws of the jurisdiction of
organization of such party).  Each party
irrevocably and unconditionally consents and submits to the jurisdiction of the
state and federal courts located in the State of Delaware for purposes of any
action, suit or proceeding arising out of or relating to this Amendment.


 


3.             Except
as expressly amended hereby, the parties to this Amendment intend for the
Transaction Agreement to remain in full force and effect and to be legally
bound by the Transaction Agreement as amended by this Amendment.


 


[Signature page follows.]


 


2





















 


IN WITNESS WHEREOF, the
parties hereto have caused this Amendment to be executed as of the date first
written above.


 


 


	
   

  	
  INTENTIA
  INTERNATIONAL AB

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bertrand
  Sciard

  
	
   

  	
  Name: Bertrand
  Sciard

  
	
   

  	
  Title:
  President & CEO

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  LAWSON
  SOFTWARE, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bruce B.
  McPheeters

  
	
   

  	
  Name: Bruce B.
  McPheeters

  
	
   

  	
  Title: Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  LAWSON
  HOLDINGS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bruce B.
  McPheeters

  
	
   

  	
  Name: Bruce B.
  McPheeters

  
	
   

  	
  Title: Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  LAWSON
  ACQUISITION, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bruce B.
  McPheeters

  
	
   

  	
  Name: Bruce B.
  McPheeters

  
	
   

  	
  Title: Secretary