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                                                                    Exhibit 10.4



                              LAWSON SOFTWARE, INC.
                        2001 EMPLOYEE STOCK PURCHASE PLAN
                             (AMENDED AND RESTATED)



                             ARTICLE I. INTRODUCTION

     SECTION 1.01 Purpose. The purpose of the Lawson Software, Inc. (the
"Company") 2001 Employee Stock Purchase Plan is to provide the employees of the
Company and related corporations with an opportunity to share in the ownership
of the Company by providing them a convenient means for regular and systematic
purchases of the Company's Common Stock and, thus, to develop a stronger
incentive to work for the continued success of the Company.

     SECTION 1.02 Rules of Interpretation. It is intended that the Plan be an
"employee stock purchase plan" as defined in Section 423(b) of the Internal
Revenue Code of 1986, as amended (the "Code"), and Treasury Regulations
promulgated thereunder, if approved by the Company's shareholders. Accordingly,
the Plan will be interpreted and administered in a manner consistent therewith
if so approved. All Participants in the Plan will have the same rights and
privileges consistent with the provisions of the Plan.

     SECTION 1.03 Definitions. For purposes of the Plan, the following terms
will have the meanings set forth below:

     (a) "Acceleration Date" means either an Acquisition Date or a Transaction
Date.

     (b) "Acquisition Date" means (i) the date of public announcement of the
acquisition of "beneficial ownership" (as defined in Rule 13d-3 under the
Securities Exchange Act of 1934 (the "Exchange Act") or any successor rule
thereto) of more than fifty percent (50%) of the outstanding voting stock of the
Company by any "person" (as defined in Section 13(d) of the Exchange Act) other
than the Company, by means of a tender offer, exchange offer or otherwise; and
(ii) the date five (5) business days after the date of public announcement of
the acquisition of beneficial ownership (as so defined) of more than twenty-
five percent (25%) but not more than fifty (50%) of the outstanding voting stock
of the Company by any person (as so defined) other than the Company, by means of
a tender offer, exchange offer or otherwise if, during such five (5) business
day period, the Board or the Committee has not, by resolution duly adopted,
elected that such acquisition not give rise to an Acquisition Date. In any such
resolution, the Board or Committee may elect that any continued acquisition or
acquisitions by the same person (as so defined) which would otherwise trigger an
Acquisition Date under clause (ii) above shall also not give rise to an
Acquisition Date.

     (c) "Affiliate" means any parent or subsidiary corporation of the Company,
as defined in Sections 424(e) and 424(f) of the Code.

     (d) "Board" means the Board of Directors of the Company.



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     (e) "Committee" means the committee appointed under Section 10.01.

     (f) "Company" means Lawson Software, Inc., a Delaware corporation, and its
successors by merger or consolidation as contemplated by Article XI herein.

     (g) "Current Compensation" means the gross cash compensation (including
wage, salary and overtime earnings) paid by the Company or a Participating
Affiliate to a Participant in accordance with the terms of employment, but
excluding all expense allowances (including relocation and spousal travel
expenses), severance payments, and compensation payable in a form other than
cash.

     (h) "Employer" means the Company or a Participating Affiliate, as the case
may be.

     (i) "Fair Market Value" as of a given date means such value of the Stock
which is equal to (i) the last sale price of the Stock as reported on the Nasdaq
National Market System on such date, if the Stock is then quoted on the Nasdaq
National Market System; (ii) the average of the closing representative bid and
asked prices of the Stock as reported on the National Association of Securities
Dealers Automated Quotation System ("Nasdaq") on such date, if the Stock is then
quoted on Nasdaq; or (iii) the closing price of the Stock on such date on a
national securities exchange, if the Stock is then quoted on a national
securities exchange. If on a given date the Stock is not traded on an
established securities market, the Committee shall make a good faith attempt to
satisfy the requirements of this Section 1.03(i) and in connection therewith
shall take such action as it deems necessary or advisable. For purposes of the
Initial Offering Period, the Fair Market Value of the Stock on the first
business day of the Initial Offering Period shall be the price to public as set
forth in the Registration Statement on Form S-1 at the time of its effectiveness
related to the Company's initial public offering of its Stock, or in the final
prospectus related to such Registration Statement filed with the Securities and
Exchange Commission pursuant to Rule 424 under the Securities Act of 1933, as
amended.

     (j) "Participant" means a Regular Full-Time Employee who is eligible to
participate in the Plan under Section 2.01 or any other eligible employee
designated by the Committee pursuant to Section 2.01 and who has elected to
participate in the Plan or who has been automatically enrolled in the Plan
pursuant to Section 2.02.

     (k) "Participating Affiliate" means an Affiliate which has been designated
by the Committee in advance of the Offering Period in question as a corporation
whose eligible Regular Full-Time Employees may participate in the Plan.

     (l) "Regular Full-Time Employee" means an employee of the Company or a
Participating Affiliate as of the first day of a Offering Period, including an
officer or director who is also an employee, except an employee whose customary
employment is less than twenty (20) hours per week.

     (m) "Plan" means the Lawson Software, Inc. 2001 Employee Stock Purchase
Plan, the provisions of which are set forth herein.



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     (n) "Offering Period" means a period beginning on such business day as may
be designated by the Committee prior thereto and ending on the earlier of such
business day as may be designated by the Committee prior to the first business
day of such Offering Period or any Acceleration Date, except for the initial
Offering Period, which shall commence on the effective date of the Company's
Registration Statement on Form S-1 for the initial public offering of the
Company's Stock (the "IPO Date") and continue until December 31, 2002 (the
"Initial Offering Period").


     (o) "Purchase Period" means a period of six months within an Offering
Period, except for the initial Purchase Period, which shall commence on the IPO
Date and continue until June 30, 2002 (the "Initial Purchase Period"). The
Committee shall have the power and authority to change the duration and/or
frequency of Purchase Periods with respect to future purchases without
stockholder approval, if such change is announced at least five (5) days prior
to the scheduled beginning of the Offering Period during which the adjusted
Purchase Periods occur.


     (p) "Stock" means the Company's Common Stock, $.01 par value, as such stock
may be adjusted for changes in the stock or the Company as contemplated by
Article XI herein.

     (q) "Stock Purchase Account" means the account maintained in the books and
records of the Company recording the amount received from each Participant
through payroll deductions made under the Plan.

     (r) "Transaction Date" means the date of shareholder approval of (i) any
consolidation or merger of the Company in which the Company is not the
continuing or surviving corporation or pursuant to which shares of Company stock
would be converted into cash, securities or other property, other than a merger
of the Company in which shareholders immediately prior to the merger have the
same proportionate ownership of stock of the surviving corporation immediately
after the merger; (ii) any sale, lease, exchange or other transfer (in one
transaction or a series of related transactions) of all or substantially all, of
the assets of the Company; or (iii) any plan of liquidation or dissolution of
the Company.

                    ARTICLE II. ELIGIBILITY AND PARTICIPATION

     SECTION 2.01 Eligible Employees. All Regular Full-Time Employees who are
residents of the United States shall be eligible to participate in the Plan
beginning on the first day of the first full Purchase Period to commence after
such person becomes a Regular Full-Time Employee. Subject to the provisions of
Article VI, each such employee will continue to be eligible to participate in
the Plan so long as he or she remains a Regular Full-Time Employee. At the
discretion of the Committee, employees who are not residents of the United
States may participate in the Plan if they otherwise meet the requirements of
this Section 2.01.

     SECTION 2.02 Participation. All Regular Full-Time Employees as of the first
business day of the Initial Offering Period who are resident in the United
States and all other eligible employees designated by the Committee pursuant to
Section 2.01 shall be automatically enrolled as a Participant in the Plan for



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the Initial Offering Period. Thereafter, an eligible Regular Full-Time Employee
may elect to participate in the Plan for a given Pruchase Period by filing with
his or her Employer in advance of that Purchase Period a form provided by such
Employer for such purpose (which authorizes regular payroll deductions from
Current Compensation beginning with the first payday in that Purchase Period and
continuing until the employee withdraws from the Plan or ceases to be eligible
to participate in the Plan); provided that any Regular Full-Time Employee who
first becomes eligible to be a Participant after the first business day of a
Purchase Period may elect to participate in the Plan and begin payroll
deductions as of April 1 and December 1 of each year (an "Enrollment Date"), if
the Participant files a completed form provided by the Company prior to the
applicable Enrollment Date.

     SECTION 2.03 Limits on Stock Purchase. No employee shall be granted any
right to purchase hereunder if such employee, immediately after a right to
purchase is granted, would own, directly or indirectly, within the meaning of
Section 423(b)(3) and Section 424(d) of the Code stock possessing five percent
5% or more of the total combined voting power or value of all the then classes
of the capital stock of the Company or of all Affiliates.

     SECTION 2.04 Voluntary Participation. Participation in the Plan on the part
of the Participant is voluntary and such participation is not a condition of
employment nor does participation in the Plan entitle a Participant to be
retained as an employee.

           ARTICLE III. PAYROLL DEDUCTIONS AND STOCK PURCHASE ACCOUNT

     SECTION 3.01 Deduction from Pay. Except for the Initial Purchase Period, a
Participant shall elect to have payroll deductions made for each pay period in
any whole percentage of Current Compensation not to exceed fifteen percent
(15%), or such other percentage as the Committee in its sole discretion may
establish from time to time before the first business day of an Offering Period.
No payroll deductions will be made on behalf of a Participant, or credited to a
Participant's Stock Purchase Account, unless and until a Participant completes
and delivers the participation form described in Section 2.02 The Participant
may reduce or increase future payroll deductions (within the foregoing
limitations) by filing with such Participant's Employer a form provided by such
Employer for such purpose. The effective date of any reduction in future payroll
deductions will be the first day of the next succeeding pay period. The
effective date of any increase in future payroll deductions will be the first
day of the next succeeding Offering Period. Also, the Participant may cease
making payroll deductions at any time, as provided in Section 6.01.

     In the event that during a Offering Period the entire credit balance in a
Participant's Stock Purchase Account exceeds the product of (a) 85% of the Fair
Market Value of the Common Stock on the first business day of that Offering
Period and (b) a maximum amount as shall be set by the Committee, then payroll
deductions for such Participant shall automatically cease, and shall resume on
the first pay period of the next Offering Period.

     SECTION 3.02 Credit to Account. Payroll deductions will be credited to the
Participant's Stock Purchase Account on each payday.


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     SECTION 3.03 Interest. No interest will be paid upon payroll deductions or
on any amount credited to, or on deposit in, a Participant's Stock Purchase
Account.

     SECTION 3.04 Nature of Account. The Stock Purchase Account is established
solely for accounting purposes, and all amounts credited to the Stock Purchase
Account will remain part of the general assets of the Company or the
Participating Affiliate (as the case may be).

     SECTION 3.05 Additional Contributions. Except during the Initial Purchase
Period, a Participant may not make any payment into the Stock Purchase Account
other than the payroll deductions made pursuant to the Plan. During the Initial
Purchase Period, a Participant may contribute up to fifteen percent (15%) of the
Participant's Current Compensation during the Initial Purchase Period to the
Participant's Stock Purchase Account by delivery of a personal check or money
order to the Company. Contributions to a Participant's Stock Purchase Account
during the Initial Purchase Period must be made on or prior to December 1, 2001.
Any Participant's contribution shall be credited to the Participant's Stock
Purchase Account and such funds shall be held by the Company on the terms and
conditions of this Article III.

                      ARTICLE IV. RIGHT TO PURCHASE SHARES

     SECTION 4.01 Number of Shares. Each Participant will have the right to
purchase on the last business day of the Purchase Period all, but not less than
all, of the largest number of whole shares of Stock that can be purchased at the
price specified in Section 4.02 with the entire credit balance in the
Participant's Stock Purchase Account, subject to the limitations that (a) no
more than the maximum number of shares of Common Stock, as established by the
Committee prior to the beginning of any given Offering Period, may be purchased
under the Plan by any one Participant for a given Offering Period, and (b) in
accordance with Section 423(b)(8) of the Code, no more than Twenty-Five Thousand
Dollars ($25,000) in Fair Market Value (determined at the beginning of each
Offering Period) of Stock and other stock may be purchased under the Plan and
all other employee stock purchase plans (if any) of the Company and the
Affiliates by any one Participant for each calendar year. If the purchases for
all Participants would otherwise cause the aggregate number of shares of Stock
to be sold under the Plan during a given Offering Period to exceed the number
specified in Section 10.04, however, each Participant shall be allocated a pro
rata portion of the Stock to be sold.

     SECTION 4.02 Purchase Price. The purchase price for any Purchase Period
will be the lesser of (a) Eighty-five percent (85%) of the Fair Market Value of
the Stock on the first business day of that Offering Period (except that if (i)
a Regular Full-Time Employee becomes a Participant after the first business day
of an Offering Period, then the purchase price shall be Eighty-five percent
(85%) of the Fair Market Value of the Stock on the first business day of the
Purchase Period in which such Regular Full-Time Employee first becomes a
Participant, or (ii) a Regular Full-Time Employee becomes a Participant after
the first business day of a Purchase Period, then the purchase price shall be
Eighty-five percent (85%) of the Fair Market Value of the Stock on the
Enrollment Date, )or (b) Eighty-five percent (85%) of the Fair Market Value of
the Stock on the last business day of that Purchase Period, in each case rounded
up to the next higher full cent.


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                          ARTICLE V. EXERCISE OF RIGHT

     SECTION 5.01 Purchase of Stock. On the last business day of a Purchase
Period, the entire credit balance in each Participant's Stock Purchase Account
will be used to purchase the largest number of whole shares of Stock purchasable
with such amount (subject to the limitations of Section 4.01) unless the
Participant has filed with the Committee in advance of that date a form provided
by his or her Employer and elected to receive the entire credit balance in cash.

     SECTION 5.02 Cash Distributions. Any amount remaining in a Participant's
Stock Purchase Account after the last business day of a Purchase Period will be
paid to the Participant in cash within thirty (30) days after the end of that
Purchase Period; provided, however, that if the amount remaining in the
Participant's Stock Purchase Account at the end of a Purchase Period results
from the fact that such amount was not sufficient to purchase a whole share of
Stock, such amount will be transferred to the Participant's Stock Purchase
Account for the immediately succeeding Purchase Period.

     SECTION 5.03 Notice of Acceleration Date. The Company shall use its
reasonable efforts to notify each Participant in writing at least ten (10) days
prior to any Acceleration Date that the then current Offering Period will end on
such Acceleration Date.

                        ARTICLE VI. WITHDRAWAL FROM PLAN

     SECTION 6.01 Voluntary Withdrawal. A Participant may, at any time, withdraw
from the Plan and cease making payroll deductions by filing with such
Participant's Employer a form provided for this purpose. In such event, the
Participant may request that either (a) the entire credit balance in the
Participant's Stock Purchase Account be paid to the Participant in cash within
thirty (30) days, or (b) the entire credit balance in the Participant's Stock
Purchase Account be held in such account until used to purchase shares of Stock
in accordance with Section 5.01. A Participant who withdraws from the Plan will
not be eligible to reenter the Plan until the beginning of the next Offering
Period following the date of such withdrawal.

     SECTION 6.02 Death. Participation in the Plan will cease on the date of the
Participant's death, and the entire credit balance in the Stock Purchase Account
will be paid to the Participant's estate in cash within thirty (30) days. Each
Participant, however, may designate one or more beneficiaries who, upon death,
are to receive the amount that otherwise would have been paid to the
Participant's estate and may change or revoke any such designation from time to
time. No such designation, change or revocation will be effective unless made by
the Participant in writing and filed with the Participant's Employer during the
Participant's lifetime. Unless the Participant has otherwise specified in the
beneficiary designation, the beneficiary or beneficiaries so designated will
become fixed as of death so that, if a beneficiary survives the Participant but
dies before the receipt of the payment due such beneficiary, the payment will be
made to such beneficiary's estate.

     SECTION 6.03 Termination of Employment. Participation in the Plan also will
cease on the date the Participant ceases to be a Regular Full-Time Employee for
any reason other than death. In such event, the entire credit balance in the
Participant's Stock Purchase Account will be paid to the Participant in cash
within thirty (30) days. For purposes of this Section, a leave of absence which
has been approved by the Committee will not be deemed a termination of
employment as a Regular Full-Time Employee.



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                         ARTICLE VII. NONTRANSFERABILITY

     SECTION 7.01 Nontransferable Right to Purchase. The right to purchase Stock
hereunder may not be assigned, transferred, pledged or hypothecated (whether by
operation of law or otherwise), except as provided in Section 6.02, and will not
be subject to execution, attachment or similar process. Any attempted
assignment, transfer, pledge, hypothecation or other disposition or levy of
attachment or similar process upon the right to purchase will be null and void
and without effect.

     SECTION 7.02 Nontransferable Account. Except as provided in Section 6.02,
the amounts credited to a Stock Purchase Account may not be assigned,
transferred, pledged or hypothecated in any way, and any attempted assignment,
transfer, pledge, hypothecation or other disposition of such amounts will be
null and void and without effect.

                        ARTICLE VIII. STOCK CERTIFICATES

     SECTION 8.01 Delivery. Within thirty (30) days after the last day of each
Offering Period, the Company will cause to be deposited to the Participant's
account the Stock purchased on the last business day of such Offering Period.

     SECTION 8.02 Securities Laws. The Company shall not be required to issue or
deliver any shares representing Stock prior to registration under the Securities
Act of 1933, as amended, or registration or qualification under any state law if
such registration is required. The Company will use its best efforts to
accomplish such registration (if and to the extent required) not later than a
reasonable time following the Purchase Period, and delivery of shares may be
deferred until such registration is accomplished.

     SECTION 8.03 Completion of Purchase. A Participant will have no interest in
the Stock purchased until delivery of shares purchased and paid for pursuant to
the Plan.

     SECTION 8.04 Form of Ownership. The shares representing Stock issued under
the Plan will be registered in the name of the Participant, as the Participant
may direct on a form provided by the Participant's Employer.

                    ARTICLE IX. EFFECTIVE DATE AND AMENDMENT
                             OR TERMINATION OF PLAN

     SECTION 9.01 Effective Date. The Plan will become effective as of the date
on which the Company's Common Stock shall become registered pursuant to the
Securities Exchange Act of 1934, as amended, but only if the Plan is previously
approved by the Company's shareholders.



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     SECTION 9.02 Powers of Board. The Board may at any time amend or terminate
the Plan, except that no amendment will be made without prior approval of the
shareholders which would (a) authorize an increase in the number of shares of
Stock which may be purchased under the Plan, except as provided in Section
11.01, (b) permit the issuance of Stock before payment therefor in full, (c)
reduce the price per share at which the Stock may be purchased, or (d) absent
such shareholder approval, cause Rule 16b-3 to become unavailable with respect
to the Plan.

     SECTION 9.03 Automatic Termination. The Plan will terminate automatically
five (5) years from the effective date. The Board may by resolution extend the
Plan for one or more additional periods of five years each.

                            ARTICLE X. ADMINISTRATION

     SECTION 10.01 Appointment of Committee. The Plan shall be administered by a
committee (the "Committee") established by the Board and meeting the
requirements of Rule 16b-3 as in effect from time to time.

     SECTION 10.02 Powers of Committee. Subject to the provisions of the Plan,
the Committee will have full authority to administer the Plan, including
authority to interpret and construe any provision of the Plan, to establish
deadlines by which the various administrative forms must be received in order to
be effective, and to adopt such other rules and regulations for administering
the Plan as it may deem appropriate. Decisions of the Committee will be final
and binding on all parties who have an interest in the Plan.

     SECTION 10.03 Power and Authority of the Board of Directors.
Notwithstanding anything to the contrary contained herein, the Board of
Directors may, at any time and from time to time, without any further action of
the Committee, exercise the powers and duties of the Committee under the Plan.

     SECTION 10.04 Stock to be Sold. The Stock to be issued and sold under the
Plan may be treasury Stock or authorized but unissued Stock, or the Company may
go into the market and purchase Stock for sale under the Plan. Except as
provided in Section 11.01, the maximum number of shares of Common Stock which
shall be made available for sale under the Plan shall be15,000,000 shares of
Common Stock aggregated over the term of the Plan or such lesser amount as the
Board of Directors may determine prior to the effective date of the Plan. The
Committee or Board of Directors has the discretion to limit the number of shares
available for purchase under the Plan during each Offering Period.

     SECTION 10.05 Notices. Notices to the Committee should be addressed as
follows:

         Lawson Software, Inc.
         Attention:  Corporate Secretary
         380 St. Peter Street
         St. Paul, MN 55102



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         ARTICLE XI.  ADJUSTMENT FOR CHANGES IN STOCK OR COMPANY

     SECTION 11.01 Stock Dividend or Reclassification. If the outstanding shares
of Stock are increased, decreased, changed into or exchanged for a different
number or kind of securities of the Company, or shares of a different par value
or without par value, through reorganization, recapitalization,
reclassification, stock dividend, stock split, amendment to the Company's
Certificate of Incorporation, reverse stock split or otherwise, an appropriate
adjustment shall be made in the maximum numbers and/or kind of securities to be
sold under this Plan with a corresponding adjustment in the purchase price to be
paid therefor.

     SECTION 11.02 Merger or Consolidation. If the Company is merged into or
consolidated with one or more corporations during the term of the Plan,
appropriate adjustments will be made to give effect thereto on an equitable
basis in terms of issuance of shares of the corporation surviving the merger or
of the consolidated corporation, as the case may be.

                           ARTICLE XII. APPLICABLE LAW

     Rights to purchase Stock granted under this Plan shall be construed and
shall take effect in accordance with the laws of the State of Minnesota without
giving effect to the conflict of laws principles thereof.




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