Exhibit 10.37
Amendment to Stock Option
Agreement
This Amendment to Stock Option
Agreement (“Amendment”) is effective on and after
October 11, 2006, and modifies the Stock Option Agreement dated
June 2, 2005 between Lawson Software, Inc. (“Lawson”)
and Harry Debes (“Participant”), pertaining to the
grant on June 2, 2005 of 2,500,000 nonqualified stock options under
Lawson’s 1996 Stock Incentive Plan (“1996 Plan”)
at an exercise price of $5.95 per share (the “June 2005
Option Agreement), as follows:
1.
Modification . Section 3 of the June 2005 Option
Agreement is deleted in its entirety and replaced with the
following new Section 3:
3.
Vesting and Acceleration of Vesting . Except as
specifically provided in this Agreement and the Plan, this Stock
Option will vest and first become exercisable on the respective
vesting dates specified in the Certificate, 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, 3.3 or 3.4 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
