Exhibit 10.31
STOCK OPTION AWARD
DOCUMENT
LAWSON
SOFTWARE, INC.
2001 STOCK INCENTIVE PLAN
1.
Option Grant and Option Exercise Price . Pursuant to the
Lawson Software, Inc. 2001 Stock Incentive Plan (the
“Plan”), Lawson Software, Inc., a Delaware corporation
(the “Company”) grants 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”), an option to purchase shares of common stock
(“Common Stock”) of the Company as follows:
The Company grants to
Participant an option (the “Option” or “Stock
Option”) to purchase the number of full shares of Common
Stock shown on the Award Confirmation (the “Shares”) at
an exercise and purchase price in United States dollars (the
“Grant Price”) per Option Share equal to the Grant
Price listed on the Award Confirmation (which is the closing price
for the Common Stock on Nasdaq (symbol: LWSN) on the Grant
Date or the closing price on the trading day immediately preceding
the Grant Date if the Grant Date does not occur on a trading day),
subject to the terms and conditions set forth in the Plan, this
Stock Option Award Document (the “Award Document”) and
the Award Confirmation. The Grant Date of this Stock Option is
stated on the Award Confirmation. The Option will be in effect
commencing on the Grant Date and terminating on the Grant
Expiration Date listed on the Award Confirmation or such earlier
date and time described in this Award Document (the “Option
Period”). This Option is an “Incentive Stock Option
(ISO)” or a “Nonqualified Stock Option (NQ),” as
identified on the Award Confirmation under “Type of Stock
Option.”
This Award Document is
the “Agreement,” as referred to the Plan, which
contains the terms and conditions of the Stock Option.
2.
Option Subject to Plan; Definitions . This Stock Option and
its exercise 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. This Stock
Option is 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 “Cause” means
Termination of Participant’s Service initiated by the Company
or its Subsidiaries because of: (1) if Participant has
entered into any written and executed contract(s) with the Company
or its Subsidiaries, any material breach by Participant of such
contract that has a material adverse effect on the Company or any
Subsidiary (as reasonably determined by the Company) and which is
not or cannot reasonably be cured within 10 days after written
notice from the Company to Participant; (2) any material violation
by Participant of the Company’s or a Subsidiary’s
policies, rules or regulations that has a material adverse effect
on the Company or any Subsidiary (as reasonably determined by the
Company) and which is not or cannot be cured within 10 days after
written notice from the Company to Participant; (3) commission of
any act of fraud, embezzlement or dishonesty by Participant that is
injurious to the Company or any Subsidiary (as reasonably
determined by the Company); (4) any other intentional
1
misconduct by Participant adversely affecting
the business or affairs of the Company or any Subsidiary in any
material manner (as reasonably determined by the Company); or (5)
intentional or willful failure of Participant to perform
Participant’s responsibilities under any then current
employment agreement between Participant and Company, other than as
a result of permitted leave of absence, vacation, injury or
illness.
2.2
The term “Change of 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 entered into a definitive agreement with
respect to 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
entered into a definitive agreement to sell 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.
2.3
The term “Disability” means Participant’s
permanent disability as defined under any long term disability plan
of the Company, or in the absence of such plan, the inability of
Participant, due to illness or injury, to substantially perform
Participant’s duties (after taking into account any
reasonable accommodation required by the Americans with
Disabilities Act) for a period of at least 180 consecutive days.
The determination of a Disability shall be based on competent
medical opinion.
2.4
The term “Fair Market Value” has the meaning described
in Section 2(m) of the Plan.
2.5
The term “Good Reason” means: (1) the Company
requires Participant to relocate Participant’s primary
residence more than 50 miles from Participant’s primary
residence agreed to between the Company and Participant as of the
date of grant of this Stock Option; or (2) the Company reduces
Participant’s then current annual base salary by more than
ten percent (10%). Changes in organizational structure or reporting
relationships, or changes in Participant’s title, duties,
responsibilities or incentive
2
compensation, are not
considered “Good Reason” under this Award Document. Any
determination of “Good Reason” made by the Participant
under this Award Document shall be in good faith.
2.6
The term “Retirement” means Termination of
Participant’s Service at any time on or after the date on
which the Participant’s age plus years of full time
employment with the Company or any Subsidiary equals 65 or more.
The definition of a “Retirement” in the 2001 Stock
Incentive Plan shall not apply to this Option.
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.
3.
Vesting and Acceleration of Vesting . Except as specifically
provided in this Award Document and the Plan, this Stock Option
will vest and first become exercisable on the respective vesting
dates specified in the Award Confirmation, 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 Grant Date to the applicable
vesting date. Vested Option Shares may be exercised and purchased
during the Option Period, until termination under Section 4 below.
No vesting of the Option shall occur after Termination of
Participant’s Service, except only to the extent described in
Sections 3.1, 3.2 or 3.3 below.
3.1
Automatic 100% Acceleration of Vesting Upon Death, Disability or
Retirement . If there is a Termination of Participant’s
Service because of Participant’s death, Disability or
Retirement, all conditions of vesting will be assumed to have been
met immediately before such death, Disability or Retirement, and
Participant or Participant’s estate will have the right to
exercise one hundred percent (100%) of the number of Shares
remaining under the Option, whether or not vested, during the
applicable time period in Section 4 below. If Termination of
Participant’s Service is due to death, Disability or
Retirement, the acceleration of vesting under this Section 3.1 will
be deemed to have occurred prior to such Termination of
Participant’s Service. Section 6(f) of the Plan does not
apply to the Stock Option.
3.2
Automatic 100% Acceleration of Vesting if Options are Terminated
In Connection with a Change in Control Transaction . If the
Option is to be terminated upon the completion of a Change in
Control Transaction, then (i) all conditions of vesting will be
assumed to have been met for one hundred (100%) of the then current
total unvested Option Shares and (ii) Participant will have the
right to exercise all vested Option Shares during the applicable
time period in Section 4 below. 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 Under Certain Conditions
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
3
the Company or any
Subsidiary (or successor) other than for Cause or by the
Participant for Good Reason, then (i) all conditions of vesting
will be assumed to have been met for one hundred (100%) of the then
current total unvested Option Shares and (ii) Participant will have
the right to exercise all vested Option Shares during the
applicable time period in Section 4 below. The acceleration of
vesting under this Section 3.3 will be deemed to have occurred
immediately before Termination of Participant’s
Service.
3.3
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
Option during a Company approved leave of absence.
4.
Termination and Forfeiture . The Stock Option, whether or
not vested, automatically expires at 5:00 p.m. United States
Central Time on the Grant Expiration Date, unless terminated on an
earlier date as described in this Award Document or the Plan. No
vesting of the Stock Option shall occur after the date of
Termination of Participant’s Service and all such unvested
Option Shares will be forfeited as of 5:01 p.m. United States
Central on the date of Termination of Participant’s Service.
The unexercised portion of the Stock Option that is vested will
automatically terminate and be forfeited at the first of the
following to occur:
(1)
5:00 p.m. United States Central Time on the date of Termination of
Participant’s
| 
