Exhibit 10.17
RESTRICTED STOCK UNIT AWARD
DOCUMENT
Time-Based Vesting
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 Unit 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 “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).
2.3
The term “Fair Market
Value” has the meaning described in Section 6 of the
Plan.
2.4
The term “Good Reason”
means a condition that satisfies both clauses (a) and
(b) below:
(a)
the occurrence of any of the
following events: (1) a job reassignment that is not at
least of comparable responsibility or status as the assignment in
effect immediately prior to the Change in Control Transaction;
(2) a reduction in the Participant’s base pay as in
effect immediately prior to a Change in Control Transaction;
(3) a material modification of the Company’s incentive
compensation program (that is adverse to the Participant) as in
effect immediately prior to a Change in Control Transaction;
(4) a requirement by the Company that the Participant be based
anywhere other than within thirty miles of the Participant’s
work location immediately prior to a Change in Control Transaction
(with exceptions for temporary business travel that is consistent
in both frequency and duration with the Participant’s
business travel before the Change in Control Transaction); or
(5) except as otherwise required by applicable law, the
failure by the Company to provide employee benefit programs and
plans (including any stock ownership and stock purchase plans) to
Participant that provide substantially similar benefits, in terms
of aggregate monetary value, at substantially similar costs to the
Participant as the benefits provided in effect immediately prior to
a Change in Control Transaction. Termination or reassignment
of the Participant’s employment for Cause, or by reason of
disability or death, are not “Good Reason”
events.
(b)
Participant provides notice to the
Company in writing of the existence of any of the events described
in Section 2.4(a)(1) — (5) above, within a
period not to exceed 30 days after the initial existence of such
event. The Company shall have a period of 10 days after the
date of that notice within which to remedy such event. If the
Company remedies that event within 10 days after such notice,
“Good Reason” shall not exist for such
event.
2.5
The term “Scheduled Vesting
Date” means the vesting date specified in the Award
Confirmation.
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 (1) or more Subsidiaries.
2.8
The term “Termination of
Participant’s Service” means the last day of
Participant’s regular full time or part time employment with
the Company and 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 and Acceleration of
Vesting . Except as
specifically provided in this Award Document and the Plan, 100% of
the Restricted Stock Units will vest and become the right to
receive Vested Shares on the Scheduled Vesting Date, but only if
Participant has at all times been a regular full time or part time
employee of the Company or any Subsidiary from the Award Date to
the applicable vesting date. No vesting of the Restricted
Stock Units shall occur after Termination of Participant’s
Service.
2
3.1
Automatic 100% Acceleration of
Vesting Upon Death . If there is a Termination of
Participant’s Service because of Participant’s death,
then (i) all conditions of vesting will be assumed to have
been met for 100% 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.
3.2
Automatic 100% Acceleration of
Vesting if Restricted Stock Units are Terminated Upon Completion of
a Change in Control Transaction . If the Restricted Stock Units are to be
terminated upon the completion of a Change in Control Transaction,
then immediately prior to the completion of the Change in Control
Transaction (and if Participant is then an employee of the Company
or any Subsidiary): (i) all conditions of vesting will
be assumed to have been met for 100% 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. 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.
There shall be no acceleration of vesting under this
Section 3.2 if a Change in Control Transaction does not
occur.
3.3
Automatic 100% Acceleration of
Vesting For Termination of Participant’s Service Without
Cause Within Two Years After a Change in Control
Transaction . If
within two years after the completion of a Change in Control
Transaction, there is a Termination of Participant’s Service
initiated by the Company or any Subsidiary (or successor) other
than for Cause, then: (i) all conditions of vesting will
be assumed to have been met for 100% 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. The acceleration of vesting under
this Section 3.3 will be deemed to have occurred immediately
before the Termination of Participant’s Service.
3.4
Automatic 100% Acceleration of
Vesting If a Good Reason Condition Occurs Within Two Years After a
Change in Control Transaction . If within two years after the completion
of a Change in Control Transaction, there is a Good Reason
condition under Section 2.4 above, then: (i) all
conditions of vesting will be assumed to have been met for 100% 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.
3.5
Leave of Absence
. The Company’s leave of
absence procedure concerning stock options, that is in effect as of
the date of this Award Document, will also govern the vesting of
the Restricted Stock Units during a Company approved leave of
absence.
4.
Termination and
Forfeiture . Except
to the extent described in Sections 3.1, 3.2, 3.3 or 3.4 above, no
vesting of the Restricted Stock Units shall occur after the date of
Termination of Participant’s Service and all such unvested
Restricted Stock Units will be irrevocably forfeited as of
5:01 p.m. United States Central on the date of Termination of
Participant’s Service and Part
