EX-10.3










PERFORMANCE-BASED RESTRICTED STOCK AGREEMENT




This Performance-Based Restricted Stock Agreement dated February 2, 2012 is made by and
between Lionbridge Technologies, Inc., a Delaware corporation (hereinafter referred to as the
“Company”), and [NAME], a key employee of the Company or a subsidiary of the Company (hereinafter
referred to as the “Employee”). This is an Agreement between the Company and the Employee with
respect to restricted stock granted under the 2011 Stock Incentive Plan of Lionbridge Technologies,
Inc., (the “Plan”). Capitalized terms not defined herein shall have such meanings ascribed to them
in the Plan.



WHEREAS, the Nominating and Compensation Committee of the Company’s Board of Directors (the
“Committee”), appointed to administer the Plan, has determined that it would be to the advantage
and best interest of the Company and its shareholders to grant the Restricted Stock (as hereinafter
defined) provided for herein to the Employee;



NOW, THEREFORE, in consideration of the mutual covenants herein contained and other good and
valuable consideration, receipt of which is hereby acknowledged, the parties hereto do hereby agree
as follows:



ARTICLE I




GRANT OF PERFORMANCE-BASED RESTRICTED STOCK




Section 1.1 — Grant of Restricted Stock



In consideration of the Employee’s agreement to remain in the employ of the Company or its
Subsidiary and for other good and valuable consideration, the value of which exceeds the par value
of the Restricted Stock, on the date hereof the Company grants to the Employee [XXXX #] shares of
its common stock $0.01 par value (the “Restricted Stock”), upon the terms and conditions set forth
in this Agreement.



ARTICLE II




TERMS OF RESTRICTED STOCK




Section 2.1 — Restrictions on Transfer



The Employee may not sell, assign, transfer, pledge, hypothecate, mortgage or otherwise
dispose of, by gift or otherwise, or in any way encumber all or any of the Restricted Stock until
such time as the Restricted Stock becomes vested pursuant to the provisions of this Agreement.



Section 2.2 — Vesting of Restricted Stock



(a) In general.  All shares of Restricted Stock shall be subject to
forfeiture (“unvested”) and shall be forfeited in accordance with the Forfeiture Schedules set
forth in Section 2.2(b) below based on upon the achievement of revenue and profitability targets
(the “Revenue Target” and the “Profitability Target”), during the calendar year of the grant and
the following calendar year (the “Measuring Period”).




	 	(b)	 	Forfeiture Schedule. 





All shares of Restricted Stock shall be subject to forfeiture (“unvested”) and shall be
forfeited in accordance with the following schedule based on percent completion of the Revenue
Target and the Profitability Target within the requisite Measurement Period as follows:



  



	 	 	 	 	 
	Percent of Revenue target achieved

within the Measurement Period

	 	Percent of Incentive Restricted Stock

Forfeited

	 

	 	 	 	 
	100%

	 	 	0	%
	 

	 	 	 	 
	99%

	 	 	3	%
	 

	 	 	 	 
	98%

	 	 	6	%
	 

	 	 	 	 
	97%

	 	 	9	%
	 

	 	 	 	 
	96%

	 	 	12	%
	 

	 	 	 	 
	95%

	 	 	15	%
	 

	 	 	 	 
	94%

	 	 	18	%
	 

	 	 	 	 
	93%

	 	 	21	%
	 

	 	 	 	 
	92%

	 	 	24	%
	 

	 	 	 	 
	91%

	 	 	27	%
	 

	 	 	 	 
	90%

	 	 	30	%
	 

	 	 	 	 
	89%

	 	 	33	%
	 

	 	 	 	 
	88%

	 	 	36	%
	 

	 	 	 	 
	87%

	 	 	39	%
	 

	 	 	 	 
	86%

	 	 	42	%
	 

	 	 	 	 
	85%

	 	 	45	%
	 

	 	 	 	 
	84%

	 	 	48	%
	 

	 	 	 	 
	83%

	 	 	51	%
	 

	 	 	 	 
	82%

	 	 	54	%
	 

	 	 	 	 
	81%

	 	 	57	%
	 

	 	 	 	 
	80%

	 	 	60	%
	 

	 	 	 	 
	< 80%

	 	 	100	%






	 	 	 	 	 
	Percent of Profitability target	 	 
	achieved within the Measurement	 	Percent of Incentive Restricted Stock
	Period	 	Forfeited
	100%

	 	 	0	%
	 

	 	 	 	 
	99%

	 	 	2	%
	 

	 	 	 	 
	98%

	 	 	4	%
	 

	 	 	 	 
	97%

	 	 	6	%
	 

	 	 	 	 
	96%

	 	 	8	%
	 

	 	 	 	 
	95%

	 	 	10	%
	 

	 	 	 	 
	94%

	 	 	12	%
	 

	 	 	 	 
	93%

	 	 	14	%
	 

	 	 	 	 
	92%

	 	 	16	%
	 

	 	 	 	 
	91%

	 	 	18	%
	 

	 	 	 	 
	90%

	 	 	20	%
	 

	 	 	 	 
	89%

	 	 	22	%
	 

	 	 	 	 
	88%

	 	 	24	%
	 

	 	 	 	 
	87%

	 	 	26	%
	 

	 	 	 	 
	86%

	 	 	28	%
	 

	 	 	 	 
	85%

	 	 	30	%
	 

	 	 	 	 
	84%

	 	 	32	%
	 

	 	 	 	 
	83%

	 	 	34	%
	 

	 	 	 	 
	82%

	 	 	36	%
	 

	 	 	 	 
	81%

	 	 	38	%
	 

	 	 	 	 
	80%

	 	 	40	%
	 

	 	 	 	 
	79%

	 	 	42	%
	 

	 	 	 	 
	78%

	 	 	44	%
	 

	 	 	 	 
	77%

	 	 	46	%
	 

	 	 	 	 
	76%

	 	 	48	%
	 

	 	 	 	 
	75%

	 	 	50	%
	 

	 	 	 	 
	74%

	 	 	52	%
	 

	 	 	 	 
	73%

	 	 	54	%
	 

	 	 	 	 
	72%

	 	 	56	%
	 

	 	 	 	 
	71%

	 	 	58	%
	 

	 	 	 	 
	70%

	 	 	60	%
	 

	 	 	 	 
	< 70%

	 	 	100	%
	 

	 	 	 	 






(c) To the extent earned in accordance with the above schedule and provided he or she remained
an employee of the Company continuously to January 1st of the year immediately following
the Measuring Period, the Grantee’s rights to the Restricted Stock shall become nonforfeitable
(“vested”) on the date the Company publicly releases earnings for the second year of the Measuring
Period.

 


(d) In the event of the Grantee’s death, Disability or a termination of employment of the
Grantee by the Company (or a Subsidiary thereof) other than a termination for cause, if the event
occurs after the end of the calendar year of the Grant but before the end of the Measuring Period,
the Grantee’s rights to one-half of the Restricted Stock that would otherwise become nonforfeitable
(“vested”) on the date the Company publicly releases earnings for the second year of the Measuring
Period shall become nonforfeitable as of such date.

 


(e) In the event of a Reorganization Event, all shares of Restricted Stock shall vest without
any further action on the part of the Company or the Grantee as of the date of the Change of
Control.




  



(f) Definitions.  




	 	(i)	 	For all purposes of this Agreement, the term “Reorganization Event”
shall have the meaning set forth in Section 11 of the Plan.






	 	(ii)	 	The term “Revenue Target” means $ million to be achieved on a
cumulative basis within the Measurement Period.






	 	(iii)	 	The term “Profitability Target” means $ million to be achieved on
a cumulative basis within the Measurement Period and determined as follows:






	 	•	 	Income from Operations, plus






	 	•	 	Merger, Restructuring & other charges






	 	•	 	Amortization of Acquisition Related Intangibles






	 	•	 	Depreciation






	 	•	 	Amortization, and






	 	•	 	Stock Based Compensation Expense





(g) The Grantee acknowledges and agrees that the Nominating and Compensation Committee of the
Board of Directors may in its sole discretion adjust either Target to reflect the impact of foreign
currency exchange rate fluctuations during the Measurement Period or any other extraordinary
events.




	 	 	 Section 2.3 — Forfeiture of Restricted Stock





Until the Restricted Stock is vested in accordance with Section 2.2 of this Agreement, it will
be forfeited to the Company immediately upon a termination of employment for any reason.



Section 2.4 — Escrow



The Secretary of the Company shall retain physical custody of the certificates representing
the Restricted Stock until all of the restrictions imposed pursuant to this Agreement expire or
shall have been removed.



Section 2.5 — Legend



The certificates evidencing the Restricted Stock shall bear a legend substantially as follows
until all of the restrictions imposed pursuant to this Agreement expire or have been removed:



The shares represented by this certificate are subject to restrictions
on transfer until the date the Company publicly releases its earnings
for 2014 and may not be sold, exchanged, transferred, pledged,
hypothecated or otherwise disposed of except in accordance with and
subject to all of the terms and conditions of a Restricted Stock
Agreement dated as of February 2, 2012, a copy of which the Company
shall furnish to the holder of this certificate upon request and without
charge.



ARTICLE III




OTHER PROVISIONS




Section 3.1 — Notices



Any notice to be given under the terms of this Agreement to the Company shall be addressed to
the Company in care of its Secretary, and any notice to be given to the Employee shall be addressed
to such Employee at the address given beneath such Employee’s signature hereto. By a notice given
pursuant to this Section 3.1, either party may hereafter designate a different address for notices
to be given to such party. Any notice which is required to be given to the Employee shall, if the
Employee is then deceased, be given to the Employee’s personal representative if such
representative has previously informed the Company of such representative’s status and address by
written notice under this Section 3.1. Any notice shall be deemed duly given when enclosed in a
properly sealed envelope or wrapper addressed as aforesaid, deposited (with postage prepaid) in a
post office or branch post office regularly maintained by the United States Postal Service.



Section 3.2. – Acknowledgement.



By entering into this Agreement and accepting the Award, Employee acknowledges that: (a) the
Plan is discretionary and may be modified, suspended or terminated by the Company at any time as
provided in the Plan; (b) the grant of the Restricted Stock is a one-time benefit and does not
create any contractual or other right to receive future grants of awards or benefits in lieu of
awards; (c) all determinations with respect to any such future grants, including, but not limited
to, the times when awards will be granted, the number of shares subject to each award, the award
price, if any, and the time or times when each award will be settled, will be at the sole
discretion of the Company; (d) Employee’s participation in the Plan is voluntary; (e) the value of
the Restricted Stock is an extraordinary item which is outside the scope of Employee’s service
contract, if any; (f) the Restricted Stock is not part of normal or expected compensation for any
purpose, including without limitation for calculating any benefits, severance, resignation,
termination, redundancy, end of service payments, bonuses, pension or retirement benefits or
similar payments; (g) the future value of the Common Stock subject to the Restricted Stock is
unknown and cannot be predicted with certainty, (h) neither the Plan, nor the issuance of the
Restricted Stock confers upon Employee any right to continue in the service of (or any other
relationship with) the Company or any Related Company, (i) the grant of the Restricted Stock will
not be interpreted to form an employment relationship with the Company or any Related Company, and
(j) he or she reconfirms his or her contractual and legal obligations of confidentiality to the
Company and his or her obligations not to compete with the Company, as such as described in his or
her Non-Disclosure Agreement, Non-Competition Agreement and/or Business Protection Agreement with
the Company.



Section 3.3 – Recoupment and Forfeiture on Certain Conditions



The Employee expressly understands and agrees that this grant of Restricted Stock is
conditioned on Employee’s agreement and consent that the Board of Directors of the Company or its
Nominating and Compensation Committee has the sole discretion to require the Employee or Employee’s
estate to repay to the Company, in cash and upon demand, any Proceeds (as defined below) resulting
from the sale or other disposition (including to the Company) of Shares issuable or issued upon
vesting of Restricted Stock (a) in the event of a  restatement (other than a restatement due to a
change in accounting policies) of the Company’s financial results where the restatement  results in
a material impact on the financial statements for the period affecting the achievement of the
performance conditions for this grant of Restricted Stock in Section 2.2 or (b) if the Board or the
Committee determines that the Employee has engaged in fraud or misconduct (“Misconduct) that
resulted in or substantially resulted in vesting of any or all of this grant of Restricted Shares
due to achievement of the performance conditions in Section 2.2.   The amount to be repaid shall be
determined by the Committee in its sole discretion based on its determination of the effect of the
Misconduct or the restatement on the Corporation’s stock price, up to an amount equal to the market
value per Share at the time of such sale or other disposition multiplied by the number of shares
sold or disposed of.  If Shares have vested and have not been disposed of, Shares will be subject
to forfeiture (together with any cash amounts described in the prior sentence, “Proceeds”).  Any
determination by the Committee with respect to the foregoing shall be final, conclusive and binding
on all interested parties.  This provision expires on the earlier of (a) a Change of Control or (b)
three years from the date of grant of the Award.



Section 3.4 — Construction



In the event of any discrepancy between the terms of this Agreement and the terms of the Plan
itself, the Plan will control. This Agreement shall be administered, interpreted and enforced
under the laws of the Commonwealth of Massachusetts.



IN WITNESS WHEREOF, this Agreement has been executed and delivered by the parties hereto.



LIONBRIDGE TECHNOLOGIES, INC.



By:       

Rory J. Cowan

Chief Executive Officer




     


[NAME]