STOCK OPTION AWARD DOCUMENT LAWSON SOFTWARE, INC.

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

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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

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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

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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 Service initiated by the Company or any Subsidiary for Cause;

(2)                                  5:00 p.m. United States Central Time on the date that is (a) six months after Termination of Participant’s Service by Participant for Good Reason or for any other reason or no reason, or by the Company other than for Cause, if the Option is a Nonqualified Stock Option (NQ) or (b) 90 days after Termination of Participant’s Service by Participant for Good Reason or for any other reason or no reason, or by the Company other than for Cause, if the Option is an Incentive Stock Option (ISO);

(3)                                  5:00 p.m. United States Central Time on the date that is (a) six months after the date of Termination of Participant’s Service due to death, Disability or Retirement, if the Option is a Nonqualified Stock Option (NQ) or (b) 90 days after Termination of Participant’s Service due to death, Disability or Retirement, if the Option is an Incentive Stock Option (ISO); or

(4)           5:00 p.m. United States Central Time on the Grant Expiration Date.

5.             No Fractional Shares. This Stock Option may be exercised only in whole Shares and not fractional Shares. Any fraction of a Share that would otherwise vest on any vesting date will be rounded down to the nearest whole Share.

6.             Manner of Exercise. Before the end of the Option Period, this 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)) up to the extent then vested and exercisable 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 7 below) and applicable tax withholdings (under Section 10 below).

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7.             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 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.

8.             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 and applicable tax withholdings. 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.

9.             Tax Requirements for Incentive Stock Options; Disqualifying Disposition. This Section 9 will apply only if this Stock Option is identified as an Incentive Stock Option or ISO on the Award Confirmation. If this Section 9 applies, then subject to the provisions of the Plan, this Stock Option is an Incentive Stock Option. To the extent the number of Shares exceeds the limit set forth in Section 4 of the Plan, such Shares shall be deemed granted pursuant to a Nonqualified Stock Option. In such event, then unless otherwise indicated by Participant in the notice of exercise pursuant to Section 6 above, upon any exercise of this Stock Option, the number of exercised Shares that shall be deemed to be exercised pursuant to an Incentive Stock Option shall equal the total number of Shares so exercised multiplied by a fraction, (a) the numerator of which is the number of unexercised Option Shares that could then be exercised pursuant to an Incentive Stock Option and (b) the denominator of which is the then total number of unexercised Option Shares that could then be exercised. If Common Stock acquired upon exercise of this Stock Option is disposed of by Participant in a “Disqualifying Disposition,” such Participant shall notify the Company in writing within 30 days after such disposition of the date and terms of such disposition. For purposes hereof, “Disqualifying Disposition” means a disposition of Common Stock that is acquired upon the exercise of an Incentive Stock Option prior to the expiration of either two years from the Grant Date of such Incentive Stock Option or one year from the transfer of Shares to Participant pursuant to the exercise of such Incentive Stock Option. If a Disqualifying Disposition occurs, the tax requirements described in Section 10 will apply.

10.           Tax Requirements and Withholdings for Nonqualified Stock Options. This Section 10 will apply only if this Stock Option is identified as a Nonqualified Stock Option or NQ on the Award Confirmation or is considered a Nonqualified Stock Option under Section 9 above. To provide

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the Company with the opportunity to claim the benefit of any tax deduction which may be available to it in connection with the Option, and to comply with all applicable income tax and social insurance contribution 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 all applicable payroll, income tax, social insurance contributions or other tax withholding obligations are withheld or collected from Participant. Unless otherwise provided by the Committee in its sole discretion and except as prohibited under local law, Participant may elect to satisfy Participant’s minimum income tax and social insurance contributions withholding obligations by (i) paying that amount by wire transfer or check (bank check, certified check or personal check), (ii) having the Company or its Subsidiaries withhold a portion of the shares otherwise to be delivered upon exercise of the Option having a Fair Market Value in United States dollars equal to the minimum amount of such taxes required to be withheld, in accordance with the rules of the Committee, or (iii) delivering to the Company for cancellation, in accordance with the rules of the Committee, shares of Common Stock which have a Fair Market Value equal to Participant’s minimum income tax and social insurance contributions withholding obligations and which either (a) were purchased on a national stock exchange or on the NASDAQ NMS system or (b) have been issued and outstanding more than six months. Participant acknowledges and agrees that should the shares of Common Stock withheld for income tax and social insurance contributions purposes be in excess of the amounts required to be withheld under applicable law, the Company shall refund the excess to Participant, without interest, as soon as administratively practicable. Any adverse consequences to Participant resulting from the procedure permitted under this Section 10, including, without limitation, income tax and social insurance contributions consequences, shall be the sole responsibility of Participant.

11.           Private Placement. The grant of the Stock Option is not intended to be a public offering of securities in Participant’s country but instead is intended to be a private placement. The Company has not submitted any registration statement, prospectus or other filings other than in the United States (unless otherwise required under local law). No employee of the Company or any of the Company’s affiliates is permitted to advise Participant about whether or not to acquire shares of the Company’s common stock under the Plan. Investment in the shares of the Company involves a degree of risk. Before deciding to acquire shares pursuant to the Option, Participant should carefully consider all risk factors relevant to the acquisition of the Company’s common stock under the Plan and carefully review all of the materials related to the Option and the Plan. In addition, Participant is encouraged to consult a personal advisor for professional investment advice (at Participant’s own expense).

12.           Participant’s Employment. This Award Document, the Award Confirmation and the Plan are not an employment contract. Nothing contained in this Award Document, the Award Confirmation or the Plan shall confer on Participant any right to continue in the employ of the Company or any Subsidiary or other affiliate of the Company or affect in any way the right of the Company or any Subsidiary or other affiliate to terminate the employment of Participant at any time. No Stock Option, compensation or benefit awarded to or realized by Participant under the Plan or this Award Document shall be included for the purpose of computing Participant’s compensation under any incentive compensation plan or any compensation-based retirement, disability or similar plan of the Company unless required by law or otherwise provided by such other plan.

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13.           Adjustments. In the event of any stock split, stock dividend, recapitalization or combination of shares by the Company after the Grant Date, the number of Shares subject to the Option and the Grant Price per Share shall be equitably adjusted in the same manner as the outstanding shares of Common Stock. The Committee will administer the process for completing that equitable adjustment. The number of Option Shares designated in the Award Confirmation has been adjusted for all stock splits that were effective before the Grant Date.

14.           Non-Transferability of Option. This Stock Option is not assignable or transferable by Participant except by will or by the laws of descent and distribution.

15.           Consent to Collection/Processing/Transfer of Personal Data. Pursuant to applicable personal data protection laws, the Company hereby notifies Participant of the following in relation to Participant’s personal data and the collection, processing and transfer of such data in relation to the Company’s grant of the Option and participation in the Plan by Participant. The collection, processing and transfer of Participant’s personal data is necessary for the Company’s administration of the Plan and participation in the Plan by Participant, and Participant’s denial and/or objection to the collection, processing and transfer of personal data may affect participation in the Plan by Participant. As such, Participant voluntarily acknowledges and consents (where required under applicable law) to the collection, use, processing and transfer of personal data as described in this Section 15. The Company and Participant’s employer hold certain personal information about Participant, including Participant’s name, home address and telephone number, date of birth, social security number or other employee identification number, salary, nationality, job title, any shares of Stock or directorships held in the Company, details of all options, restricted stock units or any other entitlement to shares of Stock awarded, canceled, purchased, vested, unvested or outstanding in Participant’s favor, for the purpose of managing and administering the Plan (“Data”). The Data may be provided by Participant or collected, where lawful, from third parties, and the Company will process the Data for the exclusive purpose of implementing, administering and managing participation in the Plan by Participant. The Data processing will take place through electronic and non-electronic means according to logics and procedures strictly correlated to the purposes for which Data are collected and with confidentiality and security provisions as set forth by applicable laws and regulations in Participant’s country of residence. Data processing operations will be performed minimizing the use of personal and identification data when such operations are unnecessary for the processing purposes sought. Data will be accessible within the Company’s organization only by those persons requiring access for purposes of the implementation, administration and operation of the Plan and for participation in the Plan by Participant. The Company and Participant’s employer will transfer Data amongst themselves as necessary for the purpose of implementation, administration and management of participation in the Plan by Participant, and the Company and Participant’s employer may each further transfer Data to any third parties assisting the Company in the implementation, administration and management of the Plan. These recipients may be located in the European Economic Area, or elsewhere throughout the world, such as the United States. Participant hereby authorizes (where required under applicable law) them to receive, possess, use, retain and transfer the Data, in electronic or other form, for purposes of implementing, administering and managing participation in the Plan by Participant, including any requisite transfer of such Data as may be required for the administration of the Plan and/or the subsequent holding of shares of Stock on Participant’s behalf to a broker or other third party with whom Participant may elect to deposit any shares of Stock acquired pursuant to the Plan. Participant may, at any time, exercise Participant’s rights provided under applicable personal data protection laws, which may include the right to (a) obtain confirmation as to the existence of the Data, (b) verify the content, origin and accuracy of