EX-10.1






Execution Version




Lionbridge Technologies, Inc.

1050 Winter Street, Suite 2300

Waltham, MA 02451




November 24, 2015



Glen Capital Partners Focus Fund, L.P.


Glen Capital Partners LLC


Glen Capital Partners GP LLC


Gregory L. Summe


Leon G. Cooperman



c/o Glen Capital Partners


800 South Street, Suite 160


Waltham, MA 02453



Gentlemen:



This letter (this “Agreement”) constitutes the agreement between Lionbridge Technologies,
Inc., a Delaware corporation (the “Company”), on the one hand, and Glen Capital Partners Focus
Fund, L.P., Glen Capital Partners LLC, Glen Capital Partners GP LLC (“GCP”), Gregory L. Summe and
Leon G. Cooperman (collectively, the “Investors”), on the other hand, with respect to the matters
set forth below. Capitalized terms used herein and not otherwise defined have the meanings
ascribed to them in paragraph 7 below.



1. Board Matters.



(a) New Director. The Company agrees that the Board of Directors of the Company (the
“Board”) shall on the date hereof take all necessary actions to: (i) increase the size of the Board
by one Class II directorship with a term expiring at the Company’s 2016 annual meeting of
stockholders (the “2016 Annual Meeting”) and appoint James A. Quella (the “New Director”) to fill
the resulting vacancy; and (ii) appoint the New Director to the Nomination and Compensation
Committee of the Board. The New Director has previously delivered to the Company a completed
standard director and officer questionnaire of the Company (a “D&O Questionnaire”), and
contemporaneously with the execution of this Agreement is delivering an executed nomination letter
in the form attached hereto as Exhibit A-1 (the “Nomination Letter”) and an executed
irrevocable resignation of the New Director in the form attached hereto as Exhibit A-2 (the
“Resignation”, and together with the D&O Questionnaire and the Nomination Letter, the “Nomination
Documents”).



(b) Nomination. The Company will include the New Director on the slate of nominees
recommended by the Board for a full Class II term in the Company’s proxy statement and on its proxy
card relating to the 2016 Annual Meeting, subject to the New Director’s providing to the Company
all information regarding that individual required to be included in a proxy statement filed
pursuant to the proxy rules of the Securities and Exchange Commission (the “SEC”) and as required
of any nominee by the Company’s By-Laws (collectively, “Nominee Information”).



(c) Replacement. If (x) the New Director resigns, refuses or is unable to serve as a
director at any time prior to the 2016 Annual Meeting, or (y) the New Director is elected to the
Board at the 2016 Annual Meeting and at any time prior to the 2019 Annual Meeting, he or she
resigns, refuses or is unable to serve as a director, the Investors and the Board shall cooperate
together in good faith to mutually agree on a replacement for the New Director (a “Replacement”).
Such Replacement shall be appointed to the Board to serve the unexpired term of the departed New
Director. Any such Replacement who becomes a Board member in replacement of the New Director shall
be deemed to be a New Director for all purposes under this Agreement and, prior to his or her
appointment to the Board, shall be required to provide to the Company the Nomination Documents. If
the New Director (or his or her Replacement, if applicable) agrees to be included as a director
nominee for election at any Company stockholders’ meeting other than as a director nominated by the
Board for election at such stockholders meeting, the Resignation previously provided by the New
Director shall become effective.



(d) Board Size; Committees. Provided that the Company’s obligations under this
paragraph 1 have not terminated, the Company agrees not increase the size of the Board to be larger
than nine directors prior to the first anniversary of the date of this Agreement, except with the
prior written consent of the Investors. So long as the New Director is a member of the Board, if
the Board splits the Nomination and Compensation Committee into two separate committees, the New
Director will be appointed to one such committee.



(e) Ownership. Notwithstanding anything to the contrary contained in this Agreement,
if (i) the Investors’ and their Affiliates’ aggregate beneficial ownership decreases to less than
5.0% of the Company’s outstanding common stock as a result of dispositions by the Investors, or
(ii) the Investors materially breach any obligation under this Agreement and fail to cure any such
breach (to the extent it is curable) within 20 business days after receipt of written notice
thereof from the Company, then at the sole discretion of the Board the Resignation previously
provided by the New Director shall become effective, and the obligations of each of the parties
hereunder shall terminate. The Investors shall provide written notice to the Company within five
business days following any increase or decrease of 325,000 or more shares in the number of Voting
Securities beneficially owned by the Investors.



2. Information. In connection with the New Director’s appointment to the Board, he
has provided, and as a condition to the New Director’s nomination for election as a director at the
Company’s annual meeting of stockholders, the New Director will provide, any information the
Company reasonably requires, including information required to be disclosed in a proxy statement or
other filing under applicable law, stock exchange rules or listing standards, information in
connection with assessing eligibility, independence and other criteria applicable to directors or
satisfying compliance and legal obligations, and has consented and will consent to background
checks, to the extent, in each case consistent with the information and background checks required
by the Company in accordance with past practice with respect to other members of the Board. If,
following the completion of the Company’s initial background review process, the Board learns that
the New Director has committed, been indicted or charged with, or made a plea of nolo contendre to
a felony or a misdemeanor involving moral turpitude, deceit, dishonesty or fraud, then at the sole
discretion of the Board the Resignation previously provided by the New Director shall become
effective



3. Solicitation; Voting. In connection with the 2016 Annual Meeting (and any
adjournments or postponements thereof), the Company will recommend that the Company’s stockholders
vote in favor of the election of each of the Company’s nominees (including the New Director),
solicit proxies for each of the Company’s nominees, and cause all Company common stock represented
by proxies granted to it (or to any of its officers, directors or representatives) to be voted in
favor of each of the Company’s nominees. In connection with the 2016 Annual Meeting (and any
adjournments or postponements thereof), so long as the New Director has been nominated by the Board
for re-election as a director, and at each subsequent Annual Meeting of Stockholders of the Company
(and any adjournments or postponements thereof) at which the New Director has been nominated by the
Board for re-election as a director, the Investors will cause to be present for quorum purposes and
vote or cause to be voted all Company common stock beneficially owned by them or their Affiliates
and which they or such Affiliates are entitled to vote on the record date for the 2016 Annual
Meeting or such subsequent Annual Meeting of Stockholders in favor of (A) the election of directors
nominated by the Board and (B) otherwise in accordance with the Board’s recommendation on any
non-Extraordinary Transaction related proposals.



4. Company Policies. The parties hereto acknowledge that the New Director, upon
election to the Board, will serve as a member of the Board and will be governed by the same
protections and obligations regarding confidentiality, conflicts of interest, related party
transactions, fiduciary duties, codes of conduct, trading and disclosure policies, and other
governance guidelines and policies of the Company (including, but not limited to, the policies with
respect to management’s being responsible for managing communications with external constituencies)
as other directors (collectively, the “Director Policies”), and shall be required to preserve the
confidentiality of Company business and information, including discussions or matters considered in
meetings of the Board or Board committees, and shall have the same rights and benefits, including
with respect to insurance, indemnification, compensation and fees, as are applicable to all
independent directors of the Company. The New Director’s obligations under this Agreement are in
addition to the fiduciary and common law duties of any director of a Delaware corporation.



5. Public Announcement. Promptly, and in any event within one business day, following
the execution and delivery of this Agreement, the Company shall issue a press release in the form
attached as Exhibit B (the “Company Press Release”), and no party shall make any statement
inconsistent with the Company Press Release in connection with the announcement of this Agreement.
None of the Investors or their Affiliates shall issue a press release in connection with this
Agreement or the actions contemplated hereby. Additionally, promptly following the execution and
delivery of this Agreement, the Company will file a Current Report on Form 8-K, which will report
the entry into this Agreement. The Investors shall promptly, but in no case prior to the date of
the filing or other public release by the Company of the Company Press Release, prepare and file an
amendment to their applicable Schedule 13D filed with the SEC reporting the entry into this
Agreement and amending applicable items to conform to its obligations hereunder. The Schedule 13D
amendments and the Form 8-K shall each be consistent with the Company Press Release and the terms
of this Agreement, and shall be in form and substance reasonably acceptable to the Company and the
Investors.



6. Standstill. From the date of this Agreement until the Expiration Date (such
period, the “Standstill Period”), the Investors will not, and will cause their respective
Affiliates and their respective principals, directors, general partners, officers, employees, and
agents and representatives acting on their behalf (collectively, the “Restricted Persons”) not to,
directly or indirectly, absent prior express written invitation or authorization by the Board:



(a) engage in any “solicitation” (as such term is used in the proxy rules of the SEC) of
proxies or consents with respect to the election or removal of directors or any other matter or
proposal or become a “participant” (as such term is used in the proxy rules of the SEC) in any such
solicitation of proxies or consents;



(b) knowingly encourage or advise any other Person or assist any Person in so encouraging or
advising any Person with respect to the giving or withholding of any proxy, consent or other
authority to vote (other than such encouragement or advice that is consistent with Company
management’s recommendation in connection with such matter);



(c) form, join or act in concert with any “group” as defined pursuant to Section 13(d) of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), with respect to any Voting
Securities, other than solely with Affiliates of the Investors with respect to Voting Securities
now or hereafter owned by them;



(d) (i) engage in, or become a party to, any swap or hedging transaction or other derivative
agreement of any nature with respect to Voting Securities or (ii) acquire, or offer, seek or agree
to acquire, by purchase or otherwise, or direct any third party in the acquisition of, any Voting
Securities, or rights or options to acquire any Voting Securities of the Company, or engage in any
swap or hedging transactions or other derivative agreements of any nature with respect to Voting
Securities, in each case of clause (i) or clause (ii) if such acquisition or transaction would
result in the Investors having beneficial ownership of greater than 9.99% of the Company’s
outstanding common stock;



(e) sell, offer or agree to sell, directly or indirectly, through swap or hedging transactions
or otherwise, voting rights decoupled from the underlying common stock of the Company held by the
Investors to any Third Party;



(f) make or in any way participate, directly or indirectly, in any tender offer, exchange
offer, merger, consolidation, acquisition, business combination, recapitalization, restructuring,
liquidation, dissolution or extraordinary transaction involving the Company or any of its
subsidiaries or the Company’s securities or a material amount of the assets of the Company and its
subsidiaries, taken as a whole (each, an “Extraordinary Transaction”), it being understood and
agreed that the foregoing shall not restrict the Investors from tendering shares, receiving payment
for shares or otherwise participating in any such transaction on the same basis as other
stockholders of the Company, or from participating in any such transaction that has been approved
by the Board; or make, directly or indirectly, any proposal, either alone or in concert with
others, to the Company or the Board that would reasonably be expected to require a public
announcement regarding any of the types of matters set forth above in this paragraph;



(g) enter into a voting trust or proxy, arrangement or agreement or subject any Voting
Securities to any voting trust or proxy, arrangement or agreement, in each case other than solely
with other Affiliates of the Investors, with respect to Voting Securities now or hereafter owned by
them and other than granting proxies in solicitations approved by the Board;



(h) (i) seek, alone or in concert with others, election or appointment to, or representation
on, the Board, or nominate or propose the nomination of, or recommend the nomination of, any
candidate to the Board, except as set forth herein, or (ii) seek, alone or in concert with others,
the removal or resignation of any member of the Board (other than the New Director);



(i) make or be the proponent of any stockholder proposal (pursuant to Rule 14a-8 under the
Exchange Act or otherwise);



(j) make any request for stock list materials or other books and records of the Company under
Section 220 of the Delaware General Corporation Law or other statutory or regulatory provisions
providing for shareholder access to books and records;



(k) make any public statement or public proposal with respect to (i) any change in the number
or term of directors or the filling of any vacancies on the Board, (ii) any change in the
capitalization or dividend policy of the Company, (iii) any other material change in the Company’s
management, business or corporate structure, (iv) any waiver, amendment or modification to the
Company’s certificate of incorporation or By-Laws, or other actions which may impede the
acquisition of control of the Company by any person, (v) causing a class of securities of the
Company to be delisted from, or to cease to be authorized to be quoted on, any securities exchange
or (vi) causing a class of equity securities of the Company to become eligible for termination of
registration pursuant to Section 12(g)(4) of the Exchange Act;



(l) institute, solicit, assist or join any litigation, arbitration or other proceeding against
or involving the Company or any of its current or former directors or officers (including
derivative actions) in order to effect or take any of the actions expressly prohibited by this
paragraph 6; provided, however, that for the avoidance of doubt the foregoing shall not prevent any
Restricted Person from (A) bringing litigation to enforce the provisions of this Agreement, (B)
making counterclaims with respect to any proceeding initiated by, or on behalf of, the Company
against a Restricted Person, or (D) responding to or complying with a validly issued legal process;



(m) enter into any negotiations, agreements or understandings with any Third Party to take any
action that the Investors are prohibited from taking pursuant to this paragraph 6; or



(n) make any request or submit any proposal to amend or waive the terms of this Agreement, in
each case which would reasonably be expected to result in a public announcement of such request or
proposal.



7. Definitions. As used in this Agreement, the term (a) “Affiliate” shall have the
meaning set forth in Rule 12b-2 promulgated under the Exchange Act and shall include Persons who
become Affiliates of any Person subsequent to the date of this Agreement; (b) “annual meeting of
stockholders” shall include any meeting of the Company’s stockholders at which nominees are elected
to the Board, including, but not limited to, a meeting in lieu of the regular annual meeting of
stockholders, and in each case, any adjournments or postponements thereof; (c) “beneficially own”,
“beneficially owned” and “beneficial ownership” shall have the meaning set forth in Rules 13d-3 and
13d-5(b)(l) promulgated under the Exchange Act and shall include any other economic exposure to
Voting Securities, including through any short sale, swap or other derivative transaction, that
gives a Person or any of its Affiliates the economic equivalent of ownership of Voting Securities,
including, without limitation, the notional number of shares subject to derivative agreements in
the form of cash-settled swaps; (d) “business day” shall mean any day other than a Saturday, Sunday
or a day on which the Federal Reserve Bank of New York is closed; (e) “Expiration Date” means the
date that is 10 days prior to the advance notice deadline for submission of director nominations
for the Company’s 2018 annual meeting of stockholders pursuant to the Company’s bylaws; provided
that, notwithstanding the foregoing, Investor shall be permitted to make stockholder proposals for
inclusion in the Company’s proxy materials pursuant to Rule 14a-8 under the Exchange Act for the
Company’s 2018 annual meeting of stockholders; (f) “Independent” means that a Person (x) (i) shall
not be an employee, director, general partner, manager or other agent of an Investor or of any
Affiliate of an Investor, and (ii) shall not have, and shall not have had, any agreement,
arrangement or understanding, written or oral, with any Investor or any Affiliate of an Investor
regarding such Person’s service on the Board, and (y) shall be an independent director of the
Company under the Company’s independence guidelines, applicable law and the rules and regulations
of the SEC and Nasdaq Stock Market; (g) “Person” shall be interpreted broadly to include, among
others, any individual, general or limited partnership, corporation, limited liability or unlimited
liability company, joint venture, estate, trust, group, association or other entity of any kind or
structure; (h) “Third Party” means any Person that is not a party to this Agreement or an Affiliate
thereof, a member of the Board, a director or officer of the Company, or legal counsel to any party
to this Agreement; and (i) “Voting Securities” shall mean the shares of common stock of the Company
and any other securities of the Company entitled to vote in the election of directors, or
securities convertible into, or exercisable or exchangeable for, such shares or other securities,
whether or not subject to the passage of time or other contingencies.



8. Non-Disparagement. During the Standstill Period, the Company and the Investors
shall each refrain from making, and shall cause their respective Affiliates and its and their
respective principals, directors, members, general partners, officers and employees not to make or
cause to be made any statement or announcement, including in any document or report filed with or
furnished to the SEC or through the press, media, analysts or other persons, that constitutes an ad
hominem attack on, or otherwise disparages, defames, slanders, impugns or is reasonably likely to
damage the reputation of, (a) in the case of such statements or announcements by any of the
Investors: the Company or any of its Affiliates, subsidiaries or advisors, or any of its or their
respective current or former officers, directors or employees (including, without limitation, any
statements or announcements regarding the Company’s strategy, operations, performance, products or
services), and (b) in the case of statements or announcements by the Company: the Investors and the
Investors’ advisors, their respective principals, directors, members, general partners, officers,
or employees or any person who has served in any such capacity with respect to the Investors and
the Investors’ advisors.



9.  Investor Representations. Each of the Investors, severally and not jointly,
represents and warrants that (a) this Agreement has been duly authorized, executed and delivered by
it and is a valid and binding obligation of such Investor, enforceable against it in accordance
with its terms; (b) neither it nor any of its Affiliates has or will during the Standstill Period
have, any agreement, arrangement or understanding, written or oral, with the New Director or other
member of the Board, pursuant to which such individual has been or will be compensated for his or
her service as a director on, or nominee for election to, the Board; and (c) as of the date of this
Agreement, (i) the Investors, together with all of their respective Affiliates, collectively
beneficially own, an aggregate of 4,548,874 shares of Voting Securities, of which 712,855 shares
are beneficially owned by Leon G. Cooperman, and the balance of 3,836,019 of which shares, in the
aggregate, are beneficially owned by the other Investors and, (ii) except as previously disclosed
in writing to the Company prior to the execution of this Agreement, none of the Investors nor any
of their respective Affiliates, is a party to any swap or hedging transactions or other derivative
agreement of any nature with respect to the Voting Securities.



10. Company Representations. The Company represents and warrants that (a) this
Agreement has been duly authorized, executed and delivered by it and is a valid and binding
obligation of the Company, enforceable against the Company in accordance with its terms; (b) does
not require the approval of the stockholders of the Company; and (c) does not and will not violate
any law, any order of any court or other agency of government, the Company’s Certificate of
Incorporation or By-Laws, each as amended from time to time, or any provision of any agreement or
other instrument to which the Company or any of its properties or assets is bound, or conflict
with, result in a breach of or constitute (with due notice or lapse of time or both) a default
under any such agreement or other instrument, or result in the creation or imposition of, or give
rise to, any material lien, charge, restriction, claim, encumbrance or adverse penalty of any
nature whatsoever pursuant to any such indenture, agreement or other instrument.



11. Specific Performance. The Company and each of the Investors each acknowledge and
agree that money damages would not be a sufficient remedy for any breach (or threatened breach) of
this Agreement by it and that, in the event of any breach or threatened breach hereof, (a) the
non-breaching party will be entitled to seek injunctive and other equitable relief, without proof
of actual damages; (b) the breaching party will not plead in defense thereto that there would be an
adequate remedy at law; and (c) the breaching party agrees to waive any applicable right or
requirement that a bond be posted by the non-breaching party. Such remedies will not be the
exclusive remedies for a breach of this Agreement, but will be in addition to all other remedies
available at law or in equity.



12. Entire Agreement; Successors and Assigns; Amendment and Waiver; Third Party
Beneficiaries. This Agreement (including its exhibits) constitutes the only agreement between
the Investors and the Company with respect to the subject matter hereof and supersedes all prior
agreements, understandings, negotiations and discussions, whether oral or written. This Agreement
shall be binding upon and inure to the benefit of the parties and their respective successors and
permitted assigns. No party may assign or otherwise transfer either this Agreement or any of its
rights, interests, or obligations hereunder without the prior written approval of the other party.
Any purported transfer requiring consent without such consent shall be void. No amendment,
modification, supplement or waiver of any provision of this Agreement shall be effective unless it
is in writing and signed by the party affected thereby, and then only in the specific instance and
for the specific purpose stated therein. Any waiver by any party of a breach of any provision of
this Agreement shall not operate as or be construed to be a waiver of any other breach of such
provision or of any breach of any other provision of this Agreement. The failure of a party to
insist upon strict adherence to any term of this Agreement on one or more occasions shall not be
considered a waiver or deprive that party of the right thereafter to insist upon strict adherence
to that term or any other term of this Agreement. This Agreement is solely for the benefit of the
parties and is not enforceable by any other Person.



13. Severability. If any provision of this Agreement is held invalid or unenforceable
by any court of competent jurisdiction, the other provisions of this Agreement shall remain in full
force and effect. Any provision of this Agreement held invalid or unenforceable only in part or
degree shall remain in full force and effect to the extent not held invalid or unenforceable. The
parties further agree to replace such invalid or unenforceable provision of this Agreement with a
valid and enforceable provision that will achieve, to the extent possible, the purposes of such
invalid or unenforceable provision.



14. Applicable Law. This Agreement shall be governed by and construed in accordance
with the laws of the State of Delaware. Each of the Investors and the Company (a) irrevocably and
unconditionally consents to the personal jurisdiction and venue of the federal or state courts
located in Wilmington, Delaware; (b) agrees that it shall not attempt to deny or defeat such
personal jurisdiction by motion or other request for leave from any such court; (c) agrees that it
shall not bring any action relating to this Agreement or otherwise in any court other than such
courts; and (d) waives any claim of improper venue or any claim that those courts are an
inconvenient forum. The parties agree that mailing of process or other papers in connection with
any such action or proceeding in the manner provided in paragraph 15 or in such other manner as may
be permitted by applicable law, shall be valid and sufficient service thereof. Each of the
parties, after consulting or having had the opportunity to consult with counsel, knowingly,
voluntarily and intentionally waives any right that such party may have to a trial by jury in any
litigation based upon or arising out of this Agreement or any related instrument or agreement, or
any of the transactions contemplated thereby, or any course of conduct, dealing, statements
(whether oral or written), or actions of any of them. No party shall seek to consolidate, by
counterclaim or otherwise, any action in which a jury trial has been waived with any other action
in which a jury trial cannot be or has not been waived.



15. Notice. All notices, consents, requests, instructions, approvals and other
communications provided for herein, and all legal process in regard hereto, will be in writing and
will be deemed validly given, made or served when delivered in person, by electronic mail, by
overnight courier or two business days after being sent by registered or certified mail (postage
prepaid, return receipt requested) as follows:



If to the Company to:




Lionbridge Technologies, Inc.


1050 Winter Street, Suite 2300


Waltham, MA 02451


Attn: Rory J. Cowan, CEO




Peggy Shukur, SVP, General Counsel and Secretary




Email: Rory.Cowan@lionbridge.com




Peggy.Shukur@lionbridge.com



	 	 	 
	with a copy (which shall not constitute notice) to:

	Goodwin Procter LLP

53 State Street

Boston, MA 02109-2802

Attn:

Email:

	 	





Andrew H. Goodman

Joseph L. Johnson III

agoodman@goodwinprocter.com







jjohnson@goodwinprocter.com




If to the Investors:




Glen Capital Partners Focus Fund, L.P.


Glen Capital Partners LLC


Glen Capital Partners GP LLC


Gregory L. Summe


Leon G. Cooperman



	 	 	 
	c/o Glen Capital Partners

	800 South Street, Suite 160

	Waltham, MA 02453

	Attn:

email:

	 	Gregory L. Summe

gsumme@glencapital.com






	 	 	 
	with a copy (which shall not constitute notice) to:

	Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

	One Financial Center

Boston, MA 02111

Attn:

Email:

	 	



Jonathan L. Kravetz

Richard R. Kelly

jkravetz@mintz.com

rkelly@mintz.com






At any time, any party may, by notice given in accordance with this paragraph to the other party,
provide updated information for notices hereunder.



16. Expenses. All attorneys’ fees, costs and expenses incurred in connection with
this Agreement and all matters related hereto will be paid by the party incurring such fees, costs
and expenses.



17. Receipt of Adequate Information; No Reliance; Representation by Counsel. Each
party acknowledges that it has received adequate information to enter into this Agreement, that is
has not relied on any promise, representation or warranty, express or implied not contained in this
Agreement and that it has been represented by counsel in connection with this Agreement.
Accordingly, any rule of law or any legal decision that would provide any party with a defense to
the enforcement of the terms of this Agreement against such party shall have no application and is
expressly waived. The provisions of the Agreement shall be interpreted in a reasonable manner to
effect the intent of the parties.



18.  Counterparts. This Agreement may be executed by the parties in separate
counterparts (including by fax, jpeg, .gif, .bmp and .pdf), each of which when so executed shall be
an original, but all such counterparts shall together constitute one and the same instrument.



[Signature page follows]




If the terms of this Agreement are in accordance with your understanding, please sign
below, whereupon this Agreement shall constitute a binding agreement among us.




Very truly yours,




LIONBRIDGE TECHNOLOGIES, INC.



By: /s/ Margaret A. Shukur

Name: Margaret A. Shukur

Title: Senior Vice President, General Counsel and

Secretary




Accepted and agreed to as of the date first written above:



GLEN CAPITAL PARTNERS FOCUS FUND, L.P.



By: /s/ Gregory L. Summe

Name: Gregory L. Summe

Title: Managing Partner




GLEN CAPITAL PARTNERS LLC



By: /s/ Gregory L. Summe

Name: Gregory L. Summe

Title: Managing Partner




GLEN CAPITAL PARTNERS GP LLC



By: /s/ Gregory L. Summe

Name: Gregory L. Summe

Title: Managing Partner




/s/ Gregory L. Summe


Gregory L. Summe



/s/ Leon G. Cooperman


Leon G. Cooperman



1



EXHIBIT A-1




FORM OF NOMINEE LETTER




       , 2015



Attention: Board of Directors



Lionbridge Technologies, Inc.


1050 Winter Street, Suite 2300


Waltham, MA 02451 



Re: Consent



Ladies and Gentlemen:



I hereby consent to (a) serve as a director of Lionbridge Technologies, Inc. (the
“Company”), effective as of the date set forth above, (b) if nominated by the Company, be
named as a nominee for the position of director of the Company in the Company’s proxy statement for
the Company’s 2016 Annual Meeting of Stockholders (the “2016 Annual Meeting”) and (c) serve
as a director if I am so elected at the 2016 Annual Meeting. I also agree that, after the date
hereof, I will provide to the Company, as requested by the Company from time to time, such
information as the Company is entitled to reasonably receive from other members of the Company’s
Board of Directors (the “Board”) and as is required to be disclosed in proxy statements or
other reports or filings under applicable law or securities exchange listing requirements.



At all times while serving as a member of the Board, I agree to comply with all obligations
regarding confidentiality, conflicts of interest, related party transactions, fiduciary duties,
codes of conduct, trading and disclosure policies, and other governance guidelines and policies of
the Company (including, but not limited to, the policies with respect to management being
responsible for managing communications with external constituencies) as other directors, and shall
be required to preserve the confidentiality of Company business and information, including
discussions or matters considered in meetings of the Board or Board committees. I acknowledge and
agree that the foregoing obligations are in addition to the fiduciary and common law duties of any
director of a Delaware corporation.

 


	 
	Sincerely,

	 

	 

	Name:







EXHIBIT A-2




IRREVOCABLE RESIGNATION




        , 2015



Attention: Board of Directors



Lionbridge Technologies, Inc.


1050 Winter Street, Suite 2300


Waltham, MA 02451 



Re: Resignation 



Ladies and Gentlemen:



This irrevocable resignation is delivered pursuant to paragraphs 1(c) or 1(e) of the letter
agreement, dated as of November 24, 2015 (the “Agreement”), between Lionbridge
Technologies, Inc. and the Investors (as defined therein). Capitalized terms used herein but not
defined shall have the meaning set forth in the Agreement.



Following the date of the Agreement, but only upon the earliest to occur of (a) such time as I
agree to be included as a director nominee for election at any Company stockholders meeting, other
than as a director nominated by the Board for election at such stockholders meeting, (b) the
Investors’ and their Affiliates’ aggregate beneficial ownership decreases to less than 5.0% of the
Company’s outstanding common stock as a result of dispositions by the Investors or (c) the
Investors having materially breached any obligation under this Agreement and having failed to cure
any such breach (to the extent it is curable) within 20 business days after receipt of written
notice thereof from the Company, I hereby resign from my position as a director of the Company and
from any and all committees of the Board on which I serve, subject to the Board’s determination in
its sole discretion that my resignation shall be effective.

 


	 
	Sincerely,

	 

	 

	Name:







Exhibit B

Company Press Release




LIONBRIDGE APPOINTS JAMES QUELLA AS INDEPENDENT BOARD DIRECTOR




WALTHAM, Mass. – November XX, 2015 - Lionbridge Technologies, Inc. (Nasdaq: LIOX), today announced
the appointment of James Quella to the Company’s Board of Directors, effective immediately. With
this addition, the Lionbridge Board has been expanded to nine directors. 



“We are pleased to welcome James to our Board of Directors. We look forward to James’ insights as
we continue to execute on our strategy of new offerings and new verticals while delivering record
earnings growth,” said Rory Cowan, Lionbridge CEO. 



James Quella stated “I am delighted to join the Lionbridge Board of Directors. The Company has
built a unique leadership position in global crowd-in-the-cloud services affording a scale platform
to substantially grow revenue and profit. I look forward to helping the company continue its
commitment to increasing value for clients, employees and shareholders worldwide.”



Mr. Quella was formerly a Senior Managing Director at Blackstone’s Private Equity Group from 2004
to 2013. Previously he held various positons at Donaldson, Lufkin & Jenrette Merchant Banking
Partners-CSFB Private Equity and Mercer Management Consulting and Strategic Planning Associates. He
is also the co-author of “Profit Patterns: 30 Ways to Anticipate and Profit from the Strategic
Forces Reshaping Your Business”.



The Lionbridge Nominating and Compensation Committee identified Mr. Quella through its process of
outreach, including extensive search efforts as well as consideration of candidates recommended by
shareholders, including Glen Capital, consistent with the Committee’s past practice. Glen Capital
Partners and its affiliates have agreed to vote their shares in accordance with the Board of
Directors’ recommendation at Lionbridge’s 2016 annual meeting of stockholders and at any subsequent
annual meeting at which Mr. Quella has been nominated for re-election as a director. The firm and
its affiliates have also agreed to other customary standstill provisions, which terminate ten days
prior to the deadline for the submission of stockholder nominations for the 2018 annual meeting.



The Nomination and Standstill Agreement is an exhibit to the Company’s Current Report on Form 8-K
filed today with the Securities and Exchange Commission.



About Lionbridge


Lionbridge enables more than 800 world-leading brands to increase international market share, speed
adoption of products and effectively engage their customers in local markets worldwide. Using our
innovative cloud technology platforms and our global crowd of more than 100,000 professional cloud
workers, we provide translation, online marketing, global content management and application
testing solutions that ensure global brand consistency, local relevancy and technical usability
across all touch points of the customer lifecycle. Based in Waltham, Mass., Lionbridge maintains
solution centers in 28 countries. To learn more, visit http://www.lionbridge.com.




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