Exhibit 10.5
RESTRICTED STOCK UNIT AWARD
DOCUMENT
Time-Based Vesting
LAWSON SOFTWARE, INC.
1996 STOCK INCENTIVE PLAN
1.
Award of Restricted Stock
Units . Pursuant to
the Lawson Software, Inc. 1996 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 “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 Parti
