Exhibit 10.2


 


FIRST AMENDMENT

TO STOCKHOLDER IRREVOCABLE UNDERTAKING


 


This FIRST AMENDMENT
TO STOCKHOLDER IRREVOCABLE UNDERTAKING (this “Amendment”) is effective as of December 14,
2005, by and between Intentia International
AB (publ), a company organized under the laws of Sweden, (“Intentia”), and the undersigned Stockholder (“Stockholder”) of Lawson Software, Inc., a Delaware
corporation (“Lawson”).  All capitalized terms used but not defined in
the Amendment have the meaning assigned to them in the Stockholder Irrevocable
Undertaking (the “Stockholder Irrevocable
Undertaking”), dated June 2, 2005, by and among Intentia
and Stockholder.


 


RECITALS


 


WHEREAS, Intentia
and Stockholder have previously entered into the Stockholder Irrevocable
Undertaking which sets forth, among other matters, the terms and conditions
under which Stockholder will vote in favor of the proposed business combination
Intentia with Lawson;


 


WHEREAS, Intentia,
Lawson, Lawson Holdings, Inc., a Delaware corporation and Lawson
Acquisition, Inc., a Delaware corporation, have entered into a Transaction
Agreement, dated June 2, 2005 (the “Transaction
Agreement”) and a first amendment to the Transaction Agreement,
effective as of December 14, 2005 (the “Transaction Agreement Amendment”); and


 


WHEREAS, each of
Intentia and Stockholder desires that certain terms of the Stockholder
Irrevocable Undertaking be amended, as set forth herein.


 


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


 


1.             All
references in the Stockholder Irrevocable Undertaking and in this Amendment
shall be understood to refer to the Transaction Agreement as amended by the
Transaction Agreement Amendment or by any subsequent amendment to the
Transaction Agreement.


 


2.             Section 2
of the Stockholder Irrevocable Undertaking is amended and restated in its
entirety as follows:


 


“2.  Restriction
on Transfer, Proxies and Non-Interference.       Except as expressly contemplated by this Agreement, at all
times during the period commencing with the execution and delivery of this
Agreement and continuing until the Expiration Date, Stockholder shall not,
directly or indirectly, (i) cause or permit the Transfer of any of the
Shares to be effected, or discuss, negotiate or make any offer regarding any
Transfer of any of the Shares, (ii) grant any proxies or powers of
attorney with respect to any of the Shares, deposit any of the Shares into a
voting trust or enter into a voting agreement or other similar commitment or
arrangement with respect to any of the Shares in contravention of the
obligations of Stockholder under this Agreement, (iii) request that Lawson
register the Transfer of any certificate or uncertificated interest
representing any


 





















 


of the Shares, or (iv) take any action that would make any
representation or warranty of Stockholder contained herein untrue or incorrect,
or have the effect of preventing or disabling Stockholder from performing any of
Stockholder’s obligations under this Agreement. 
Notwithstanding the foregoing or anything to the contrary set forth in
this Agreement, (A) Stockholder may Transfer any or all of the Shares
pursuant to, and in accordance with, the terms of Stockholder’s 10b-5 plan or
arrangement with Lawson, if any, as in effect as of the date hereof,  (B) Stockholder may sell Shares for cash
to the extent necessary to pay taxes incurred as a direct result of the
exercise of Lawson Options after the date hereof, (C) Stockholder may sell
Shares at any time prior to the termination of the Transaction Agreement in an
aggregate amount (including for these purposes any amounts sold pursuant to the
immediately preceding clauses (A) and (B)) of up to 3% of the Shares, and (D) in
the event of the termination of the Transaction Agreement, Stockholder may sell
Shares at any time during the period commencing on the date of such termination
and ending on the Expiration Date in an aggregate amount (including for these
purposes any amounts sold pursuant to the immediately preceding clauses (A), (B) and
(C)) of up to 25% of the Shares.”


 


3.             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 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.


 


4.             Except
as expressly amended hereby, the parties to this Amendment intend for the
Stockholder Irrevocable Undertaking to remain in full force and effect and to
be legally bound by the Stockholder Irrevocable Undertaking as amended by this
Amendment.


 


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IN WITNESS WHEREOF,
the undersigned have executed, or caused this First Amendment to Stockholder
Irrevocable Undertaking to be executed by a duly authorized officer, as of the
date first written above.


 


 


	
   

  	
   

  	
  INTENTIA
  INTERNATIONAL AB

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  STOCKHOLDER:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Signature:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Address:

  	
   

  
	
   

  	
   

  	
  Facsimile No.:

  	
   

  
										



 


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