Exhibit 10.33
STOCK OPTION AWARD
DOCUMENT
For
Non-Employee Directors
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 “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. The Stock
Option is subject to any rules promulgated pursuant to the Plan by
the Board of Directors of the Company or the Committee.
2.
Option Period; Immediate 100% Vesting . The Stock Option
expires on the earlier of: (a) two (2) years after
Participant is no longer a member of the Board of Directors of the
Company or its successor or (b) seven years after the Grant Date
(the “Option Period”). The Stock Option is 100% vested
and immediately exercisable in full or in part at any time, and
from time to time, throughout the Option Period. The Company is not
responsible to notify the Participant about Option expiration
dates.
3.
Manner of Exercise . Before the end of the Option Period,
the Stock Option may be exercised only by Participant (or by
Participant’s guardian or legal representative, or by
Participant’s estate (if Participant is deceased)) by
delivering to the Company’s stock option administrator an
irrevocable notice of exercise in the form required by the Company.
The notice of exercise shall state the number of Shares for which
the Option is being exercised and shall be accompanied by payment
in full of the Grant Price for those Shares (under Section 4
below).
4.
Payment of Grant Price . Participant may pay the Grant Price
by wire transfer or check (bank check, certified check or personal
check) or by delivering to the Company for cancellation, in
accordance with the rules of the Committee, shares of Common Stock
which have a Fair Market Value in United States dollars equal to
the Grant Price and which either (i) were
1
purchased on a national
stock exchange or on the NASDAQ NMS system or (ii) have been issued
and outstanding more than six months. The Grant Price is payable in
United States dollars. Subject to the Company’s approval,
Participant may also pay the Grant Price by having it delivered to
the Company in cash from a broker, dealer or other
“creditor” as defined in Regulation T issued by the
Board of Governors of the Federal Reserve System following delivery
by the Participant to the Company of instructions in a form
acceptable to the Company regarding delivery to such broker, dealer
or other creditor of that number of shares of Common Stock with
respect to which the Stock Option is exercised.
5.
Delivery of Shares . The Company will deliver to Participant
the Shares (either in certificate or electronic form as requested
by Participant) promptly after proper exercise of the Option and
receipt of the Grant Price. Notwithstanding any provision in this
Award Document to the contrary, the obligation of the Company to
deliver Shares is subject to the condition that if at any time the
Committee shall determine in its discretion that the listing,
registration, or qualification of the Stock Option or the Shares
upon any securities exchange or under any applicable law, or the
consent or approval of any governmental regulatory body, is
necessary as a condition of, or in connection with, the Stock
Option or the issuance or purchase of Shares thereunder, then the
Stock Option may not be exercised in whole or in part unless such
listing, registration, qualification, consent or approval shall
have been effected or obtained free of any conditions not
reasonably acceptable to the Committee.
6.
Tax Considerations . Based on the tax jurisdiction that is
applicable to Participant, Participant is responsible for payment
of any personal income taxes (or other personal taxes) that arise
based on the Option and Shares issued upon exercise of the Option.
If the Participant is subject to taxation under the United States
Internal Revenue Code, the Option will be considered a
non-qualified stock option and not an “incentive stock
option” under the United States Internal Revenue Code Section
422. In order to provide the Company and its Subsidiaries with the
opportunity to claim the benefit of any income tax deduction in any
jurisdiction which may be available to it upon the exercise of the
Option, and in order to comply with all applicable income tax laws
or regulations of any applicable country, state or other
jurisdiction, the Company and its subsidiaries may take such action
as it deems appropriate to ensure that, if necessary, all
applicable payroll, withholding, income, NIC or other taxes (of any
applicable country, state or other jurisdiction) are withheld or
collected from Participant, to the extent applicable. Participant
may elect to satisfy Participant’s minimum income tax
withholding obligations under such laws or regulations upon
exercise of the Option by (i) paying that amount by check (bank
check, certified check or personal check), (ii) having the Company
or its Subsidiaries withhold a portion of the shares of Stock
otherwise to be delivered upon exercise of such Option having a
Fair Market Value in United States dollars (on the date of exercise
of Option) eq
