EX-10.2






FORM OF MIP AGREEMENT FOR EXECUTIVE OFFICERS




February 2012



[Name of Executive]


[Address]



Re: Lionbridge Technologies, Inc. 2012 Management Incentive Plan (MIP)



Dear       :



I am pleased to inform you that you are invited to participate in the 2012 Lionbridge Management
Incentive Plan (“MIP”). As a participant, you are entitled to receive a cash incentive payment
upon the achievement by the Company in 2012 of the following three equally weighted performance
metrics set by the Nominating and Compensation Committee:





	 	•	 	Corporate-wide Revenue target for 2012






	 	•	 	Corporate-wide Profitability target for 2012; and






	 	•	 	Objectives related to the business or function you lead
in your capacity as [title] at Lionbridge (the “MBO”)





Your potential MIP award is determined based on a percent of your annual based salary (“MIP
Percentage”), and your personal MIP Percentage is set forth in Exhibit A. Exhibit A also sets out
your personal MBO, as well as the specific Revenue and Profitability targets set by the Nominating
and Compensation Committee.



Achievement of the MIP objectives will be determined by our Compensation Committee following the
completion of the audit of our 2012 financial results. The Committee has the sole discretion in
determining achievement of all objectives, including the MBO. In addition, the Committee has sole
discretion to adjust any award to reflect the impact of foreign currency exchange rate fluctuations
or any other extraordinary events.



The term “Revenue” means the revenue as reported in the Corporation’s financial statements for
the year ending December 31, 2012. The term “Profitability” means the Corporation’s adjusted
EBITDA for the Corporation’s fiscal year ending December 31, 2012, determined as follows:




	 	•	 	Income from Operations, plus






	 	•	 	Merger, Restructuring & other charges






	 	•	 	Amortization of Acquisition Related Intangibles






	 	•	 	Depreciation






	 	•	 	Amortization, and






	 	•	 	Stock Based Compensation Expense





To receive a payment under the MIP, you must continue to be employed by the Company in your current
position at the time payment is determined and authorized by the Compensation Committee. In
addition, your participation in the MIP is conditioned on your acknowledgement that: (a)  your
participation in the MIP is voluntary; (b) participation in the MIP and any award thereunder 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, or similar payments; (c)  neither the MIP, nor the issuance or potential issuance of award
under the MIP confers upon you any right to continue in the service of (or any other relationship
with) the Company and (d) you reconfirm your contractual and legal obligations of confidentiality
to the Company and your obligations not to compete with the Company, as such are described in your
Non-Disclosure Agreement, Non-Competition Agreement and/or Business Protection Agreement with the
Company.



You agree and understand that your participation in the MIP is conditioned on your agreement and
consent that the Board of Directors of the Company or its Nominating and Compensation Committee has
the sole discretion to require you or your estate to repay to the Company, in cash and upon demand,
any MIP award made to you (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 the award of any portion or all of your MIP award or (b) if the Board or
the Committee determines that you have engaged in fraud or misconduct (“Misconduct) that resulted
in or substantially resulted in the achievement of the performance conditions for the award of any
portion or all of your MIP award.   The amount to be repaid shall be determined by the Committee in
its sole discretion.   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 (as defined under the Company’s Change of Control Plan) or (b) three years
from the date of grant of the MIP award.



This letter agreement is governed under the laws of the Commonwealth of Massachusetts.



Please indicate your acceptance to the terms contained in this letter agreement and participation
in the MIP by signing below and returning one copy of the letter agreement to me.



Sincerely,



Rory J. Cowan


Chief Executive Officer



1



Exhibit A




MIP Percentage:       



Revenue Payout Target: $      Million



Revenue Payout Thresholds (minimum and maximum):


Minimum: $     Million


Maximum: $      Million



Profitability Payout Target: $      Million



Profitability Payout Thresholds (minimum and maximum)


Minimum:$      Million


Maximum: $      Million



MBO:       




2