Exhibit 10.1


 


OEM Agreement Number:
4905S10262


Transaction Document
Number: 02


Amendment Number: 14


 


IBM ASL
Software Agreement: 4905S10262


Amendment
14 to Transaction Document Number: 02


 


This Amendment (Amendment
14) to the IBM OEM Software Agreement and Transaction Document (TD) specified
above is entered into between International Business Machines Corp. (IBM) and
Lawson Software Americas, Inc. (you). This Amendment will remain in effect
until such TD terminates or expires. If there is a conflict, the terms of this
Amendment shall prevail over the terms of the TD. Except as modified herein,
all other terms of the TD remain in full force and effect.


 


1.0          Section 1,
Program(s)/Prices: The Program License Pricing and Subscription and
Support Pricing tables are hereby replaced in their entirety with the following
and the pricing attached in Schedule A:


 


Program License Pricing


 


	
  Part Number

  	
   

  	
  License (including Subscription and Support) Program Description

  
	
  D55WJLL

  	
   

  	
  IBM WEBSPHERE APPLICATION
  SERVER NETWORK DEPLOYMENT PROCESSOR VALUE UNIT (PVU) LICENSE + SW
  SUBSCRIPTION & SUPPORT 12 MONTHS

  
	
  D55V1LL

  	
   

  	
  IBM WebSphere MQ Value
  Unit License + Maintenance 12 months

  
	
  D56L1LL

  	
   

  	
  IBM TIVOLI DIRECTORY
  SERVER PROCESSOR VALUE UNIT (PVU) LICENSE + SW SUBSCRIPTION &
  SUPPORT 12 MONTHS

  
	
  D0A1ULL

  	
   

  	
  IBM Tivoli Asset Discovery
  for Distributed 10 Processor Value Units (PVUs) License + SW
  Subscription & Support 12 Months

  
	
  D55IULL

  	
   

  	
  IBM DB2 ENTERPRISE SERVER
  EDITION PROCESSOR VALUE UNIT (PVU) LICENSE + SW SUBSCRIPTION &
  SUPPORT 12 MONTHS

  
	
  D58AELL

  	
   

  	
  IBM WebSphere Enterprise
  Service Bus Value Unit License + SW Ma 12 months

  
	
  ATZF3ZZ

  	
   

  	
  IBM OmniFind Edition #

  
	
  AUNB7ZZ

  	
   

  	
  WDS Single Host Component
  (i5/OS) restricted to PRPQ 5799GTJ License OEM#

  
	
  AUNB8ZZ

  	
   

  	
  SQL Toolkit (i5/OS) Lic
  OEM#

  



 






#These
are license-only part numbers. Subscription and Support is not provided for
these Programs.


 


Subscription
and Support: Unless otherwise specified, an initial 12-month
term of Subscription and Support is included for each Program you distribute
under this Transaction Document. The effective date for Subscription and
Support will commence on the date of the IBM invoice for such Program.  You may renew Subscription and Support for an
additional consecutive 12-month term at the applicable Subscription and Support
Renewal price specified below. For Programs on which you have not continually
renewed Subscription and Support, you may acquire a 12-month term of
Subscription and Support at the applicable Subscription and Support
Reinstatement price specified below.  You
may acquire Subscription and Support Renewal or Subscription and Support
Reinstatement only in support of Programs that you distributed to Customers as
part of the Solution. You are responsible for documenting and tracking the
effective date and renewal date for each Subscription and Support term for your
Customers.


 


1

















 


Subscription and Support Pricing


 


You will pay IBM the applicable ASL Fee for
each term of Subscription and Support Renewal and Subscription and Support
Reinstatement that you deploy.


 


	
  Part Number

  	
   

  	
  Subscription and Support Renewal and

  Subscription and Support Reinstatement Description

  
	
  E025SLL

  	
   

  	
  IBM WEBSPHERE APPLICATION
  SERVER NETWORK DEPLOYMENT PROCESSOR VALUE UNIT (PVU) ANNUAL SW
  SUBSCRIPTION & SUPPORT RENEWAL

  
	
  D55WKLL

  	
   

  	
  IBM WEBSPHERE APPLICATION
  SERVER NETWORK DEPLOYMENT PROCESSOR VALUE UNIT (PVU) SW
  SUBSCRIPTION & SUPPORT REINSTATEMENT 12 MONTHS

  
	
  E0256LL

  	
   

  	
  IBM WebSphere MQ Value
  Unit Annual SW MA Renewal

  
	
  D55V2LL

  	
   

  	
  IBM WebSphere MQ Value
  Unit SW MA reinstatement 12 months

  
	
  E029WLL

  	
   

  	
  IBM TIVOLI DIRECTORY
  SERVER PROCESSOR VALUE UNIT (PVU) ANNUAL SW SUBSCRIPTION & SUPPORT
  RENEWAL

  
	
  D56L2LL

  	
   

  	
  IBM TIVOLI DIRECTORY
  SERVER PROCESSOR VALUE UNIT (PVU) SW SUBSCRIPTION & SUPPORT
  REINSTATEMENT 12 MONTHS

  
	
  E07BULL

  	
   

  	
  IBM TIVOLI ASSET DISCOVERY
  FOR DISTRIBUTED 10 PROCESSOR VALUE UNITS (PVUS) ANNUAL SW
  SUBSCRIPTION & SUPPORT

  
	
  D0A1VLL

  	
   

  	
  IBM TIVOLI ASSET DISCOVERY
  FOR DISTRIBUTED 10 PROCESSOR VALUE UNITS (PVUS) SW SUBSCRIPTION &
  SUPPORT REINSTATEMENT 12 MONTHS

  
	
  E020CLL

  	
   

  	
  IBM DB2 ENTERPRISE SERVER
  EDITION PROCESSOR VALUE UNIT (PVU) ANNUAL SW SUBSCRIPTION & SUPPORT
  RENEWAL

  
	
  D55IVLL

  	
   

  	
  IBM DB2 ENTERPRISE SERVER
  EDITION PROCESSOR VALUE UNIT (PVU) SW SUBSCRIPTION & SUPPORT
  REINSTATEMENT 12 MONTHS

  
	
  E02J3LL

  	
   

  	
  IBM WebSphere Enterprise Service
  Bus Value Unit Annual SW MA Renewal

  
	
  D58AFLL

  	
   

  	
  IBM WebSphere Enterprise
  Service Bus Value Unit SW MA Reinstatement 12 months

  



 


Subscription and Support
Reinstatement fees shall apply when a Customer has had a gap in Subscription
and Support coverage for more than 30 days.


 


Pricing:


 


a. Pricing:  The ASL Fees for Program licenses and
Subscription and Support for each IBM Blue Stack are specified in Schedule A,
attached.  After the second year of this
Transaction Document, pricing shall increase as shown in the Future Pricing
Table in Schedule A.


 


2.0                               Section 3,
Term: The term of this transaction document is hereby renewed for three
additional years through December 01, 2013.


 


3.0                               Within ninety
(90) days following the signing of this Amendment,


 


a)             The parties will review the
go-forward strategy, regarding the implications of Customers running multiple
instances of a Blue Stack installed on premise and at all Customer locations
including third party hosting centers;


 


b)             The parties
will work to establish Blue Stack pricing for Lawson’s subscription based
Solution offering(s);


 


c)              The parties
will work to modify the Program restrictions specific to entitlement and use of
the WAS ND (D55WJLL); and


 


d)             The parties will work to
establish further definitions and clarification around Lawson’s satellite
applications.  IBM intends to allow for
use of WAS ND (with restrictions to be determined) by Lawson’s satellite
applications for no additional license fee as long as a Customer already owns a
Blue Stack license.


 


2

















 


If at the end of the 90 day
period, the parties have not addressed each of the subsections a through e
above by executing an Amendment to TD 02 or new TD - addressing such issues,
either party may terminate this Transaction Document on thirty (30) days
written notice to the other. Notwithstanding the forgoing,  if after the 90 day period the parties
execute a mutually agreeable amendment or TD addressing such issues, the
termination right set forth in this paragraph is no longer in effect.


 


4.0                               Program
Product Restrictions


 


a)             The following Program
license restrictions apply to DB2 UDB Enterprise Server Edition D55IULL and are
in addition to other license restrictions which may apply to the Program. In
case of conflict, the following restrictions prevail over the other license
restrictions which may apply.  The
Program is limited to use on 4 CPU’s and 32 GB memory. You are not permitted to
use the 5 User licenses of DB2 Connect that come with Enterprise Server
Edition.


 


5.0                               In the event of
expiration or termination of the Transaction Document you shall have the right
to receive continuing generally available Subscription and Support for licenses
distributed under the Transaction Document pursuant to a separate transaction
document to be created at the time (the “Subscription and Support TD”), .  The Subscription and Support TD will entitle
Lawson to Subscription and Support under the same pricing for 36 months from
termination or expiration of this TD02.


 


IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed
by their respective duly authorized representatives.


 


	
  ACCEPTED AND AGREED TO:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  INTERNATIONAL BUSINESS

  	
   

  	
   

  
	
  MACHINES CORPORATION

  	
   

  	
  LAWSON SOFTWARE
  AMERICAS, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Rosanne Kearney

  	
   

  	
  By: 

  	
  /s/ Harry Debes

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name: 

  	
  Rosanne Kearney

  	
   

  	
  Name: 

  	
  Harry Debes

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title: 

  	
  Contracts Professional

  	
   

  	
  Title: 

  	
  President - CEO

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
  December 1, 2010

  	
   

  	
  Date: 

  	
  December 1, 2010

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  IBM Address:

  	
   

  	
  Lawson Software Americas Inc. Address:

  
	
   

  	
   

  	
   

  
	
  11501 Burnet Road

  	
   

  	
  380 St. Peter Street

  
	
  Austin, TX 78758

  	
   

  	
  St. Paul, MN 55102

  
	
  Attn:

  	
  OEM Software Contracts

  	
   

  	
   

  
	
   

  	
  Internal Mail drop:
  901-2E-007

  	
   

  	
   

  



 


3

















 


Schedule A


 


Pricing


 


Lawson
Applications (known as S3):


 


	
  S3 Customer 

  Type

  	
   

  	
  One-Time ASL License 

  Fee*

  	
   

  	
  Annual Subscription and Support Renewal 

  Fees

  	
   

  
	
  S3
  New Customer

  	
   

  	
  $***

  	
   

  	
  $***

  	
   

  
	
  S3
  Existing Customer

  	
   

  	
  $***  *

  	
   

  	
  $***

  	
   

  



 


	
  S3 Customer Type

  	
   

  	
  Subscription and Support Reinstatement 

  Fees

  	
   

  
	
  S3
  New Customer Subscription and Support Reinstatement

  	
   

  	
  $***

  	
   

  
	
  S3
  Existing Customer Subscription and Support Reinstatement

  	
   

  	
  $***

  	
   

  



 


	
  M3 Customer 

  Type

  	
   

  	
  One-Time ASL License

  Fee*

  	
   

  	
  Annual Subscription and Support Renewal 

  Fees

  	
   

  
	
  M3
  Customer

  	
   

  	
  $***  *

  	
   

  	
  $***

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  M3 Customer Type

  	
   

  	
  Subscription and Support Reinstatement 

  Fees

  	
   

  
	
  M3
  Customer Reinstatement

  	
   

  	
  $***

  	
   

  



 






*
Except as otherwise specified, this fee includes the first year of Annual
Subscription and Support


 


Future
Pricing Table.


 


	
   

  	
   

  	
  Year 3 effective

  Dec 1, 2012

  	
   

  
	
  S3 New Customer – License

  	
   

  	
  $***

  	
   

  
	
  S3 Existing Customer - License

  	
   

  	
  $***

  	
   

  
	
  S3 New Customer S&S Renewal

  	
   

  	
  $***

  	
   

  
	
  S3 Existing Customer S&S
  Renewal

  	
   

  	
  $***

  	
   

  
	
  S3 New Customer S&S
  Reinstatement

  	
   

  	
  $***

  	
   

  
	
  S3 Existing Customer S&S
  Reinstatement

  	
   

  	
  $***

  	
   

  
	
  M3 Customer

  	
   

  	
  $***

  	
   

  
	
  M3 S&S Renewal

  	
   

  	
  $***

  	
   

  
	
  M3 S&S Reinstatement

  	
   

  	
  $***

  	
   

  



 






***Omitted
and filed separately with the Securities and Exchange Commission.


 


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