EX-10.1






LIONBRIDGE TECHNOLOGIES, INC.

CHANGE OF CONTROL PLAN

Amended and Restated as of November 2, 2006




The purpose of this Plan is to induce those key executives of Lionbridge Technologies,


Inc. (the “Company”) who are chosen to participate in the Plan (“Executives”)


to continue their employment with the Company notwithstanding any threatened


or actual change of control of the Company.



1. Term. The term during which this Plan (the “Plan”) will be in effect (the


“Term of the Plan”) will begin on November 2, 2006 (the “Effective Date”) and will remain in effect
until terminated by a vote of the majority of the Board of Directors or its Nominating or
Compensation Committee. If a Change of Control (as defined in Exhibit A) occurs during the Term of
the Plan, the Plan will remain in effect until all obligations hereunder have been discharged.



2. Participation. The Nominating and Compensation Committee of the Board of Directors of
the Company (the “Committee”) will select Executives to participate in the


Plan upon recommendation of the Chief Executive Officer of the Company. The


Executives whose names or positions are set forth in attached Schedules I and II will become
participants on the Effective Date. If and when participants


are added or deleted, the Schedules will be appropriately amended.



3. Termination of Employment; Severance Benefits.



3.1 Employment Protection Period. If an Executive’s employment terminates during that
Executive’s “Employment Protection Period,” the Company and such Executive will be required to
discharge the applicable obligations described in this Section 3 and


elsewhere in the Plan. The Employment Protection Period of an Executive will begin on the date of
any Change of Control that occurs during the Term of the Plan and will


end, in the case of an Executive whose name or position is listed on Schedule


I (a “Tier I Executive”), on the 18-month anniversary of the Change of


Control; and in the case of an Executive whose name or position is listed on


Schedule II (a “Tier II Executive ), on the first anniversary of the Change of Control. If an
Executive’s employment terminates at any time other than during his or her Employment Protection
Period, the Executive will have no rights under this Plan, and the Plan will cease to be effective
as to that person.



3.2 Termination upon Death or Disability. If an Executive ceases to be an


employee of the Company as a result of death or disability, the Company will


have no further obligation or liability to the Executive under this Plan, but


nothing in the Plan is intended to interfere with the rights of the Executive


and his or her family or beneficiaries under other applicable plans, policies


or arrangements of the Company. For purposes of this Section 3.2, the Company


may terminate an Executive’s employment for “disability” if, because of


physical or mental incapacity, the Executive is unable for a period of 90


consecutive days to perform each of the material duties of his or her


position, and it is determined by a qualified physician chosen by the Company


and approved by the Executive or his or her conservator to be probable that


such incapacity will continue for an additional 60 consecutive days.



3.3 Termination by the Company for Cause or by an Executive Without Good 


Reason. If the Company terminates an Executive’s employment for Cause (as


defined in this Section 3.3) or if an Executive terminates his or her


employment other than for Good Reason (as defined in this Section 3.3), the Company


will have no further obligation or liability to the Executive under this Plan.



“Cause” means (a) willful malfeasance or gross negligence in the performance


by the Executive of his or her duties, resulting in harm to the Company, (b)


fraud or dishonesty by the Executive with respect to the Company, or (c) the


Executive’s conviction of a felony.



“Good Reason” means (i) a material reduction in the Executive’s total compensation, including but
not limited to (a) a reduction of the Executive’s base salary below the


level in effect immediately prior to the Change of Control without the


Executive’s prior written consent, (b) a reduction in the Executive’s target annual bonus
opportunity below the level in effect immediately prior to the Change of Control without the
Executive’s prior written consent, (c) discontinuation of participation in any compensation plan
that is maintained following the Change in Control in which the Executive participated immediately
prior to the Change of Control without the Executive’s prior written consent, or (d) exclusion from
participating in compensation programs that are customarily offered to senior executives, (ii)
relocation of the Executive’s principal place of work to a location more than 50 miles from its
location


immediately prior to the Change of Control or (iii) change in title or responsibilities below the
level in effect immediately prior to the Change of Control without the Executive’s prior written
consent.



3.4 By the Company Without Cause or By the Executive for Good Reason.



(a) Entitlement to Severance Benefits. If, during an Executive’s Employment Protection
Period, the Company terminates the Executive’s employment without Cause, or if the Executive
terminates his or her employment for Good Reason, the Company


will, subject to Section 4, provide severance benefits to the Executive as set


forth below in paragraph (b).



(b) Severance Benefits. The benefits to be provided to the Executive under


this Section 3.4 are as follows:



(i) The Company will pay to the Executive within 30 days of the



termination of employment a lump-sum cash amount equal to the “applicable percentage” multiplied by
the sum of (a) the Executive’s annual base salary in effect immediately prior to the termination
(or, if his or her base salary has been reduced after the Change of Control, the base salary in
effect prior to the reduction) plus (b) the then current target bonus. An Executive’s “applicable
percentage” will be 150% in the case of Tier I Executives and 100% in the case of Tier II
Executives.



(ii) The Company will also pay to the each Executive within 30 days of the termination of
employment a pro-rata portion of his or her target bonus for the year of termination.



(iii) The Company will continue for the applicable period to provide the



Executive with family medical, disability and life insurance coverage at the level in effect
immediately prior to the Change of Control. To the extent the Company is unable to provide such
benefits to an Executive under its existing plans and arrangements, it will either arrange to
provide the Executive with substantially similar benefits upon comparable terms or pay the
Executive cash amounts equal to the Executive’s cost of


obtaining such benefits. An Executive’s “applicable period” will be eighteen months


in the case of a Tier I Executive and one year in the case of a Tier II


Executive.



(c) Option Acceleration. Notwithstanding any contrary provision of plans or arrangements
under which they are granted, upon a Change of Control and irrespective of whether employment has
been terminated (A) 50% of the options to purchase Company stock held by any Executive will
immediately become exercisable and the remaining 50% of such options will become exercisable on the
earlier of the six month anniversary of the Change of Control or the date such Executive’s
employment is terminated without Cause or for Good Reason, and (B) all restricted stock or
restricted stock units held by any Executive under restricted stock plans and arrangements of the
Company will immediately become fully vested.



4. Taxes



4.1 Section 280G. The payment to each Executive under this Plan shall be made without
regard to whether the deductibility of such payment (or any other “parachute payments,” as that
term is defined in Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), to
or for the benefit of such Executive) would be limited or precluded by Section 280G and without
regard to whether such payment (or any other “parachute payments” as so defined) would subject the
Executive to the federal excise tax levied on certain “excess parachute payments” under Section
4999 of the Code; provided that if the total of all “parachute payments” to or for the
benefit of any Executive, after reduction for all federal, state and local taxes (including the tax
described in Section 4999 of the Code, if applicable) with respect to such payments (the “Total
After-Tax Payments”), would be increased by the limitation or elimination of any payment under this
Plan or any “parachute payments” under other agreements or arrangements between the Executive and
the Company, then the amount payable under this Plan (or the “parachute payment” under such other
agreement or arrangement as the Company and the Executive shall mutually determine) shall be
reduced to the extent, and only to the extent, necessary to maximize the Total After-Tax Payments.
The determination as to whether and to what extent each payment under this Plan (or the “parachute
payment” under such other agreement or arrangement) is required to be reduced in accordance with
the preceding sentence shall be made at the Company’s expense by its independent certified public
accounting firm. In the event of any underpayment or overpayment under this Plan (or such other
agreement or arrangement) as determined by the accounting firm, the amount of such underpayment or
overpayment shall forthwith be paid to the Executive or refunded to the Company, as the case may
be, with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code.



4.2 Section 409A. No payment that may be made pursuant to this Plan that constitutes
“nonqualified deferred compensation” within the meaning of Section 409A of the Code may be
accelerated or deferred by the Company or the Executive. Notwithstanding anything herein (or in
any other agreement or arrangement between the Executive and the Company) to the contrary, to the
extent that any of the payments to be made hereunder constitute nonqualified deferred compensation
within the meaning of Section 409A and the Executive is a “specified employee”, then upon his or
her termination (as defined in Section 409A), any such payment shall be delayed until the date that
is six months and one day following the Executive’s termination date if, absent such delay, such
payment would be subject to penalty under Section 409A. The Company makes no representation or
warranty and shall have no liability to the Executive or any other person if any payments under
this Plan are determined to constitute nonqualified deferred compensation subject to Section 409A
but do not satisfy the conditions of that Section.



5. Withholding. All payments required to be made by the Company under this


Plan will be subject to the withholding of such amounts, if any, relating to


tax and other payroll deductions as may be required by law.



6. No Duty to Mitigate. Benefits payable under this Plan as a result of


termination of an Executive’s employment will be considered severance pay in


consideration of his or her past service and continued service from the


Effective Date, and the Executive’s entitlement thereto will neither be


governed by any duty to mitigate damages by seeking further employment nor


offset by any compensation received from other employment.



7. Confidentiality and Exclusivity. Each Executive (by participation in the


Plan) agrees to maintain the confidentiality of the Company’s (and its related


entities and projects) books, records, financial information, technical


information, business plans and/or strategies, and other confidential matters


unless required to make disclosure in the performance of his or her duties for


the Company or as a result of a legal proceeding or other legally mandated


cause. Should the Company be required to pursue a claim against an Executive


under this Section 7, the Company will likely be required to seek injunctive


relief as well as damages at law. Accordingly, Section 8, Arbitration, will


not apply to any action by the Company against an Executive for violation of


this Section 7. Each Executive (by participation in the Plan) agrees for


purposes of any disputes arising under this Section 7 to submit to the


exclusive jurisdiction of the federal and state courts in the Commonwealth of


Massachusetts.



8. Arbitration. Except as otherwise provided in Section 7, any dispute or


controversy between the Company and an Executive involving the construction or


application of any terms, covenants or conditions of this Plan, or any claim


arising out of this Plan, that is not resolved within ten days by the parties


will be settled by arbitration in Boston, Massachusetts, in accordance with


the rules of the American Arbitration Association then in effect, and judgment


upon the award rendered by the arbitrator(s) may be entered in any court


having jurisdiction thereof. The Company and all Executives (by participation


in this Plan) agree that the arbitrator(s) will have no authority to award


punitive or exemplary damages or so-called consequential or remote damages


such as damages for emotional distress. Any decision of the arbitrator(s)


will be final and binding upon the parties. Either party may request that the


arbitrator(s) submit written findings of fact and conclusions of law. The


Company and all Executives (by participation in this Plan) agree and


understand that they are waiving their rights to a jury trial of any dispute


or controversy relating to the matters specified above in this Section 9.



9. Rights of Survivors. If an Executive dies after becoming entitled to


benefits under Section 3 following termination of employment but before all


such benefits have been provided, (a) all unpaid cash amounts will be paid to


the beneficiary that has been designated by the Executive in writing (the


“beneficiary”), or if none, to the Executive’s estate, (b) all applicable


insurance coverage will be provided to the Executive’s family as though the


Executive had continued to live, and (c) any stock options that became


exercisable under Section 3.4(b)(iv) will be exercisable by the beneficiary,


or if none, the estate.



10. Successors. This Plan will inure to and be binding upon the Company’s


successors. The Company will require any successor to all or substantially


all of the business and/or assets of the Company by sale, merger or


consolidation (where the Company is not the surviving corporation), lease or


otherwise, to adopt this Plan expressly. Obligations under this Plan are not


otherwise assignable by the Company.



11. Subsidiaries. For purposes of this Plan, employment by a corporation or


other entity that is controlled directly or indirectly by the Company will be


deemed to be employment by the Company. Thus, references in the Plan to


“Company” include such corporations or other entities where appropriate in the


context.



12. Amendment or Termination. This Plan may be amended or terminated by the


Company at any time prior to a Change of Control. Following a Change of


Control the Plan may not be amended or terminated with respect to any


Executive unless agreed to in writing by such Executive and the Company.



13. Severability. In the event that any provision of this Plan is determined


to be invalid or unenforceable, the remaining provisions are intended to


remain in full force and effect to the fullest extent permitted by law.



14. Controlling Law. This Plan will be controlled and interpreted pursuant


to Massachusetts law.



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Exhibit A



“Change of Control” means the occurrence of any of the following events:



(1) any Person becomes the owner of 25% or more of the Company’s Common


Stock and a majority of the members of the Board of Directors make a determination that a change of
control has occurred; or



(2) individuals who, as of the Effective Date, constitute the Board of


Directors of the Company (the “Continuing Directors”) cease for any reason to


constitute at least a majority of such Board; provided, however, that any


individual becoming a director after the Effective Date whose election or


nomination for election by the Company’s shareholders, was approved by a vote


of at least a majority of the Continuing Directors will be deemed to be a


Continuing Director, but excluding for this purpose any such individual whose


initial assumption of office occurs as a result of either an actual or


threatened election contest (as such terms are used in Rule 14a-11 of


Regulation 14A promulgated under the Securities and Exchange Act of 1934 (the


“Exchange Act”)) or other actual or threatened solicitation of proxies or


consents by or on behalf of a Person other than the Board; or



(3) approval by the shareholders of the Company of a reorganization, merger,


consolidation or other transaction that will result in the transfer of


ownership of more than 50% of the Company’s Common Stock; or



(4) liquidation or dissolution of the Company or sale of substantially all of


the Company’s assets.



In addition, for purposes of this definition the following terms have the


meanings set forth below:



“Common Stock” means the then outstanding Common Stock of the Company plus,


for purposes of determining the stock ownership of any Person, the number of


unissued shares of Common Stock which such Person has the right to acquire


(whether such right is exercisable immediately or only after the passage of


time) upon the exercise of conversion rights, exchange rights, warrants or


options or otherwise. Notwithstanding the foregoing, the term Common Stock


does not include shares of preferred stock or convertible debt or options or


warrants to acquire shares of Common Stock (including any shares of Common


Stock issued or issuable upon the conversion or exercise thereof) to the


extent that the Board expressly so determines in any future transaction or


transactions.



A Person will be deemed to be the “owner” of any Common Stock of which such


Person would be the “beneficial owner,” as such term is defined in Rule 13d-3


promulgated by the Securities and Exchange Commission under the Exchange Act.



“Person” has the meaning used in Section 13(d) of the Exchange Act, except


that “Person” does not include (i) the Executive, an Executive Related Party,


or any group of which the Executive or Executive Related Party is a member, or


(ii) the Company or a wholly owned subsidiary of the Company or an employee


benefit plan (or related trust) of the Company or of a wholly owned


subsidiary.



An “Executive Related Party” means any affiliate or associate of the Executive


other than the Company or a subsidiary of the Company. The terms “affiliate”


and “associate” have the meanings given in Rule 12b-2 under the Exchange Act;


the term “registrant” in the definition of “associate” means, in this case,


the Company.




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