Exhibit 10.21
RESTRICTED STOCK UNIT AWARD
DOCUMENT
Vesting based on achievement of
budgeted non-GAAP operating margin percentage for the
fiscal year identified in the Award Confirmation
LAWSON SOFTWARE, INC.
2001 STOCK INCENTIVE PLAN
1.
Award of Restricted Stock
Units . Pursuant to
the Lawson Software, Inc. 2001 Stock Incentive Plan (the
“Plan”), Lawson Software, Inc., a Delaware
corporation (the “Company”) awards (the
“Award”) to the participant (“Participant”)
whose name is specified in the separate written Award confirmation
provided by the Company or the Company’s third party
administrator (the “Award Confirmation”), units of
restricted common stock (“Common Stock”) of the Company
as follows:
The Company awards to Participant
the number of “Restricted Stock Units” shown on the
Award Confirmation, subject to the terms and conditions set forth
in the Plan, this Restricted Stock Award Document (“Award
Document”) and the Award Confirmation. The Award Date
for the Restricted Stock Units is stated on the Award
Confirmation. No shares of Common Stock will be issuable to
Participant under the Award unless and until the Restricted Stock
Units vest as described in the Award Document. By
participating in the Plan, Participant shall be deemed to have
accepted all the terms and conditions of the Plan and this Award
Document and the terms and conditions of any rules and
regulations adopted by the Committee and shall be fully bound
thereby.
This Award Document is the
“Agreement,” as referred to the Plan, which contains
the terms and conditions of the Restricted Stock Units.
2.
Restricted Stock Units Subject to
Plan; Definitions .
The Restricted Stock Units are subject to the terms and conditions
of the Plan, and the terms of the Plan shall control to the extent
not otherwise inconsistent with the provisions of this Award
Document. The Restricted Stock Units are subject to any
rules promulgated pursuant to the Plan by the Board of
Directors of the Company or the Committee. The capitalized
terms not otherwise defined in this Award Document have the same
meanings assigned to them in the Plan.
2.1
The term “Change in Control
Transaction” means (1) the closing of a tender offer or
exchange offer for the ownership of 50% or more of the outstanding
voting securities of the Company; (2) the Company shall have
completed a tender offer, exchange offer or merger, consolidation
or other business combination with another corporation and as a
result of such tender offer, exchange offer, 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 the Company, other than affiliates
(within the meaning of the Securities Exchange Act of 1934, as
amended (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 Company shall
have completed the sale of substantially all of its assets to
another corporation which is not a direct or indirect wholly owned
Subsidiary of the Company; (4) a person, within the meaning of
Section 3(a)(9) or of Section 13(d)(3) (as in
effect on the date of this Award Document) of the Exchange Act,
shall acquire 50% or more of the outstanding voting securities of
the Company (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) as in effect on the
date of this Award Document) pursuant to the Exchange Act;
(5) approval by the stockholders of the Company of a complete
liquidation or dissolution of the Company; or (6) individuals
who constitute the Company’s Board of Directors on the date
of this Award Document (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
Award Document whose election, or nomination for election by the
Company’s stockholders, was approved by a vote of at least
50% of the directors
comprising the Incumbent Board shall
be, for purposes of this clause (6), considered as though such
person were a member of the Incumbent Board.
2.2
The term “Fair Market
Value” has the meaning described in Section 6 of the
Plan.
2.3
The term “Determination
Date” means the date on which the applicable portion of the
Restricted Stock Units vest pursuant to Section 3 below (if
such vesting occurs).
2.4
The term “Budgeted Fiscal Year
Non-GAAP Operating Margin Percentage” means the budgeted
operating income percentage of the Company for the fiscal year
identified in the Award Confirmation (that percentage will either
be shown in the Award Confirmation or determined as of June 1 of
that fiscal year as part of the final approved budget for that
fiscal year), using the budgeted foreign exchange rate and budgeted
non-GAAP adjustments to revenue and expenses that are consistent
with the types of non-GAAP adjustments approved by the Audit
Committee of the Board of Directors of the Company.
2.5
The term “Actual Fiscal Year
Non-GAAP Operating Margin Percentage” means the actual
operating income percentage of the Company for the fiscal year
identified in the Award Confirmation, determined using the same
budgeted foreign exchange rate as used for the Budgeted Fiscal Year
Non-GAAP Operating Margin Percentage and using the non-GAAP
adjustments to revenue and expenses, if any, that are approved by
the Audit Committee of the Board of Directors of the
Company.
2.6
The term “Shares” means
the shares of Common Stock subject to the Award, whether or not
those shares are Vested Shares.
2.7
The term “Subsidiary” or
“Subsidiaries” means any corporation at least a
majority of whose securities having ordinary voting power for the
election of directors (other than securities having such power only
by reason of the occurrence of a contingency) is at the time owned
by the Company and/or one or more Subsidiaries.
2.8
The term “Termination of
Participant’s Service” means the last day of
Participant’s regular full time employment with the Company
or any of its Subsidiaries.
2.9
The term “Vested Shares”
means the Shares with respect to which the Restricted Stock Units
have vested at any particular time, on a one-for-one basis (for
example, if ten Restricted Stock Units vest, ten Vested Shares of
Common Stock will be issued on the vesting date).
3.
Vesting of the Restricted Stock
Units . All of the
Restricted Stock Units identified in the Award Confirmation (and
eligible for vesting based on the fiscal year identified in the
Award Confirmation) will vest and become the right to receive
Vested Shares only as described in Sections 3.1 or 3.2
below.
3.1
Achievement of Actual Fiscal Year
Non-GAAP Operating Margin Percentage Compared With
Budget . If the Actual
Fiscal Year Non-GAAP Operating Margin Percentage equals or exceeds
the Budgeted Fiscal Year Non-GAAP Operating Margin Percentage, all
of the Restricted Stock Units will vest and become the right to
receive the corresponding number of Vested Shares, but only if the
Participant was a full time employee of the Company or one of its
Subsidiaries on the last day of the fiscal year identified in the
Award Confirmation. If a Termination in Participant’s Service
occurs after the end of that fiscal year, the Participant will be
eligible to receive distribution as a result of the vesting of the
Restricted Stock Units if and when all of the other conditions
described in this Section 3.1 are satisfied.
3.2
Automatic Acceleration of Vesting
of all of the Restricted Stock Units Because of a Change in Control
Transaction . If a Change
in Control Transaction is completed at any time on or before the
end of the fiscal year identified in the Award Confirmation, then
immediately prior to that Change in Control Transaction (and if
Participant is then an employee of the Company or any
2
Subsidiary): (i) all conditions
of vesting will be assumed to have been met for all of the
Restricted Stock Units and (ii) Participant will have the
right to immediately receive the number of Vested Shares equal to
the number of Restricted Stock Units identified in the Award
Confirmation. The acceleration of vesting under this
Section 3.2 will be deemed to have occurred immediately before
the completion of the Change in Control Transaction.
4.
Termination and Forfeiture of all
of the Restricted Stock Units . If none of the conditions described in
Sections 4.1 or 4.2 above have occurred and may no longer occur,
then none of the Restricted Stock Units identified in the Award
Confirmation will vest and all of those Restricted Stock Units will
automatically be deemed forfeited and terminated.
5.
No Transfer of Restricted Stock
Units . The Restricted
Stock Units cannot be sold, assigned, transferred, gifted, pledged,
hypothecated, or in any manner encumbered or disposed of at any
time prior to delivery of the Vested Shares underlying the
Restricted Stock Units (if and when vesting occurs).
6.
Issuance and Custody of
Certificate; Delayed Delivery in Certain Cases
.
6.1
Subject to the restrictions in this
Section 6, following the applicable Determination Date the
Company shall promptly cause to be issued and delivered to
Participant a certificate or certificates (in electronic form
unless otherwise instructed by the Participant) evidencing such
Vested Shares, and registered in the name of Participant or in the
name of Participant’s legal representatives, beneficiaries or
heirs, as the case may be, and shall cause such certificate or
certificates to be delivered to Participant or Participant’s
legal representatives, beneficiaries or heirs. The Company will
issue and deliver the Vested Shares as soon as reasonably practical
after the vesting of the Restricted Stock Units, but no more than
30 days after such vesting date and no event later than the March
15 of the calendar year following the end of the applicable fiscal
year. Except as provided in Sections 6.2 or 6.4, any income will be
recognized by Participant on the date the
