LAWSON SOFTWARE, INC. 2001 EMPLOYEE STOCK PURCHASE PLAN (Amended and restated as of October 26, 2006) ARTICLE I.INTRODUCTION

Exhibit 10.4

LAWSON SOFTWARE, INC.

2001 EMPLOYEE STOCK PURCHASE PLAN

(Amended and restated as of October 26, 2006)

ARTICLE I.  INTRODUCTION

SECTION 1.01 Purpose.  The purpose of the Lawson Software, Inc. (the “Company”) 2001 Employee Stock Purchase Plan is to provide the employees of the Company and related corporations with an opportunity to share in the ownership of the Company by providing them a convenient means for regular and systematic purchases of the Company’s Common Stock and, thus, to develop a stronger incentive to work for the continued success of the Company.

SECTION 1.02 Rules of Interpretation.  It is intended that the Plan be an “employee stock purchase plan” as defined in Section 423(b) of the Internal Revenue Code of 1986, as amended (the “Code”), and Treasury Regulations promulgated thereunder, if approved by the Company’s stockholders.  Accordingly, the Plan will be interpreted and administered in a manner consistent therewith if so approved.  All Participants in the Plan will have the same rights and privileges consistent with the provisions of the Plan.

SECTION 1.03 Definitions.  For purposes of the Plan, the following terms will have the meanings set forth below:

(a)                                  “Acceleration Date” means either an Acquisition Date or a Transaction Date.

(b)                                 “Acquisition Date” means (i) the date of public announcement of the acquisition of “beneficial ownership” (as defined in Rule 13d-3 under the Securities Exchange Act of 1934 (the “Exchange Act”) or any successor rule thereto) of more than fifty percent (50%) of the outstanding voting stock of the Company by any “person” (as defined in Section 13(d) of the Exchange Act) other than the Company, by means of a tender offer, exchange offer or otherwise; and (ii) the date five (5) business days after the date of public announcement of the acquisition of beneficial ownership (as so defined) of more than twenty- five percent (25%) but not more than fifty (50%) of the outstanding voting stock of the Company by any person (as so defined) other than the Company, by means of a tender offer, exchange offer or otherwise if, during such five (5) business day period, the Board or the Committee has not, by resolution duly adopted, elected that such acquisition not give rise to an Acquisition Date.  In any such resolution, the Board or Committee may elect that any continued acquisition or acquisitions by the same person (as so defined) which would otherwise trigger an Acquisition Date under clause (ii) above shall also not give rise to an Acquisition Date.

(c)                                  “Affiliate” means any parent or subsidiary corporation of the Company, as defined in Sections 424(e) and 424(f) of the Code.

(d)                                 “Board” means the Board of Directors of the Company.

(e)                                  “Committee” means the committee appointed under Section 11.01.

(f)                                    “Company” means Lawson Software, Inc., a Delaware corporation, and its successors by merger or consolidation as contemplated by Article XII herein.

(g)                                 “Current Compensation” means base compensation, paid by the Company to a Participant in accordance with the terms of his or her employment, but excluding all forms of special compensation.

(h)                                 “Employer” means the Company or a Participating Affiliate, as the case may be.

(i)                                     “Fair Market Value” as of a given date means such value per share of the Stock as reasonably determined by the Committee in a manner consistent with Section 423, but which is not less than the last sale price as reported by the National Association of Securities Dealers Automated Quotation System (“Nasdaq”).  If on a given date the Stock is not traded on an established securities market, the Committee shall make a good faith attempt to satisfy the requirements of this Section 1.03(i) and in connection therewith shall take such action as it deems necessary or advisable.

(j)                                     “Participant” means a Regular Full-Time Employee who is eligible to participate in the Plan under Section 2.01 or any other eligible employee designated by the Committee pursuant to Section 2.01 and who has elected to participate in the Plan.

(k)                                  “Participant Plan Account” means the account that holds the whole and/or fractional shares of the Participant.

(l)                                     “Participating Affiliate” means an Affiliate which has been designated by the Committee in advance of the Purchase Period in question as a corporation whose eligible Regular Full-Time Employees may participate in the Plan.

(m)                               “Plan” means the Lawson Software, Inc. 2001 Employee Stock Purchase Plan, the provisions of which are set forth herein.

(n)                                 “Purchase Percentage” means the percentage described in Section 4.02.

(o)                                 “Purchase Period” means each of the four three-month periods beginning on January 1, April 1, July 1, and October 1 of each year and ending on the last U.S. business day in the following March, June, September, and December, respectively. The Committee shall have the power and authority to change the duration and/or frequency of Purchase Periods with respect to future purchases without stockholder approval, if such change is announced at least five (5) days prior to the scheduled beginning of a Purchase Period.

(p)                                 “Regular Full-Time Employee” means an employee of the Company or a Participating Affiliate, including an officer or director who is also an employee, except (i) an employee whose customary employment is less than twenty (20) hours per week, and/or (ii) an employee who is not expected to work more than five months in any calendar year.

(q)                                 “Stock” means the Company’s Common Stock, $.01 par value, as such stock may be adjusted for changes in the stock of the Company as contemplated by Article XII herein.

(r)                                    “Stock Purchase Account” means the account maintained in the books and records of the Company recording the amount received from each Participant through payroll deductions made under the Plan.

(s)                                  “Transaction Date” means the date of stockholder approval of (i) any consolidation or merger of the Company in which the Company is not the continuing or surviving corporation or pursuant to which shares of Company stock would be converted into cash, securities or other property, other than a merger of the Company in which stockholders immediately prior to the merger have the same proportionate ownership of stock of the surviving corporation immediately after the merger; (ii) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all, of the assets of the Company; or (iii) any plan of liquidation or dissolution of the Company.

ARTICLE II.  ELIGIBILITY AND PARTICIPATION

SECTION 2.01 Eligible Employees.  Except as provided in Section 2.02, all Regular Full-Time Employees who are residents of the United States shall be eligible to participate in the Plan beginning on the first day of the first full Purchase Period to commence after such person becomes a Regular Full-Time Employee.  Subject to the provisions of Article VII, each such employee will continue to be eligible to participate in the Plan so long as he or she remains a Regular Full-Time Employee.  At the discretion of the Committee, employees who are not residents of the United States may participate in the Plan if they otherwise meet the requirements of this Section 2.01.

SECTION 2.02 Participation.  All Regular Full-Time Employees who are resident in the United States and all other eligible employees designated by the Committee pursuant to Section 2.01 may elect to participate in the Plan for a given Purchase Period by filing with the Company in advance of that Purchase Period, and in accordance with such terms and conditions as the Company in its sole discretion may impose, an election for such purpose (which authorizes regular payroll deductions from Current Compensation beginning with the first payday in that Purchase Period and continuing until the employee withdraws from the Plan or ceases to be eligible to participate in the Plan).

SECTION 2.03 Limits on Stock Purchase.  No employee shall be granted any right to purchase hereunder if such employee, immediately after a right to purchase is granted, would own, directly or indirectly, within the meaning of Section 423(b)(3) and Section 424(d) of the Code stock possessing five percent 5% or more of the total combined voting power or value of all the then classes of the capital stock of the Company or of all Affiliates.

SECTION 2.04 Voluntary Participation.  Participation in the Plan on the part of the Participant is voluntary and such participation is not a condition of employment nor does participation in the Plan entitle a Participant to be retained as an employee.

ARTICLE III.  PAYROLL DEDUCTIONS AND STOCK PURCHASE ACCOUNT

SECTION 3.01 Deduction from Pay.  A Participant shall elect to have payroll deductions made for each pay period in any whole percentage of Current Compensation not to exceed fifteen percent (15%), or such other percentage as the Committee in its sole discretion may establish from time to time before the first business day of a Purchase Period.  No payroll deductions will be made on behalf of a Participant, or credited to a Participant’s Stock Purchase Account, unless and until a Participant makes an election to participate as described in Section 2.02.  The Participant may reduce or increase future payroll deductions (within the foregoing limitations) in accordance with such terms and conditions as the Company in its sole discretion may impose, for such purpose.  The effective date of any reduction or increase in future payroll deductions will be the first day of the next succeeding Purchase Period.  Also, the Participant may cease making payroll deductions in accordance with Section 6.01,

SECTION 3.02 Credit to Account.  Payroll deductions will be credited to the Participant’s Stock Purchase Account as determined by the Committee in its sole discretion.

SECTION 3.03 Interest.  Except as otherwise determined by the Committee, no interest will be paid upon payroll deductions or on any amount credited to, or on deposit in, a Participant’s Stock Purchase Account.

SECTION 3.04 Nature of Account.  The Stock Purchase Account is established solely for accounting purposes, and all amounts credited to the Stock Purchase Account will remain part of the general assets of the Company or the Participating Affiliate (as the case may be).

SECTION 3.05 Additional Contributions.  A Participant may not make any payment into the Stock Purchase Account other than the payroll deductions made pursuant to the Plan, unless otherwise approved by the Committee.

ARTICLE IV.  RIGHT TO PURCHASE SHARES

SECTION 4.01 Number of Shares.  Each Participant will have the right to purchase all, but not less than all, of the largest number of whole and/or partial shares of Stock that can be purchased at the price specified in Section 4.02 with the entire credit balance available in the Participant’s Stock Purchase Account on the last business day of the Purchase Period, subject to the limitations that (a) no more than the maximum number of shares of Common Stock, as established by the Committee prior to the beginning of any given Purchase Period, may be purchased under the Plan by any one Participant for a given Purchase Period, and (b) in accordance with Section 423(b)(8) of the Code, no more than Twenty-Five Thousand Dollars ($25,000) in Fair Market Value (determined at the beginning of each Purchase Period) of Stock and other stock may be purchased under the Plan and all other employee stock purchase plans (if any) of the Company and the Affiliates by any one Participant for each calendar year.  If the purchases for all Participants would otherwise cause the aggregate number of shares of Stock to be sold under the Plan during a given Purchase Period to exceed the number specified in Section 11.04, however, each Participant shall be allocated a pro rata portion of the Stock to be sold.

SECTION 4.02 Purchase Price.  The purchase price for any Purchase Period shall be 85% of the Fair Market Value of the Stock on the last business day of that Purchase Period rounded up to the next higher full cent unless, prior to the first business day of a Purchase Period, the Committee establishes a different price for a Purchase Period and provided that the price established in no event is less than the price permitted pursuant to Section 423 of the Code.

ARTICLE V.  EXERCISE OF RIGHT

SECTION 5.01 Purchase of Stock.  The entire credit balance in each Participant’s Stock Purchase Account on the last business day of a Purchase Period will be used to purchase the largest number of whole and/or partial shares of Stock purchasable with such amount (subject to the limitations of Section 4.01) unless the Participant has filed with the Employer in advance of that date and subject to such terms and conditions as the Company in its sole discretion impose, an election to receive the entire credit balance in cash.

SECTION 5.02 Cash Distributions.  Any amount remaining in a Participant’s Stock Purchase Account after the last business day of a Purchase Period will be paid to the Participant in cash within thirty-one (31) days after the end of that Purchase Period.

SECTION 5.03 Notice of Acceleration Date.  The Company shall use its reasonable efforts to notify each Participant in writing at least ten (10) days prior to any Acceleration Date that the then current Purchase Period will end on such Acceleration Date.

ARTICLE VI.  WITHDRAWAL FROM PLAN

SECTION 6.01 Voluntary Withdrawal.  A Participant may at any time, in accordance with such terms and conditions as the Company in its sole discretion may impose, withdraw from the Plan and cease making payroll deductions.  In such event, the Participant may request that either (a) the entire credit balance in the Participant’s Stock Purchase Account be paid to the Participant in cash (without interest) within thirty-one (31) days, or (b) the entire credit balance in the Participant’s Stock Purchase Account be held in such account until used to purchase shares of Stock in accordance with Section 5.01.  A Participant who withdraws from the Plan will not be eligible to reenter the Plan until the beginning of the next Purchase Period following the date of such