EX-10.2






Form of Agreement under Lionbridge Change of Control Plan for Tier 1 Executives




LIONBRIDGE TECHNOLOGIES, INC.

AGREEMENT




This is an AGREEMENT entered into between Lionbridge Technologies, Inc. (the


“Company”) and      (“Executive”) effective as of the      day of      , 200_.



WHEREAS, the Board of the Directors of the Company (the “Board”) considers it essential to the best
interests of the Company and its stockholders to foster the Company’s ability to retain key
management personnel; and



WHEREAS, the Board recognizes that, as it generally the case with publicly-held corporations, the
possibility of a Change of Control (as defined herein) exists and that such possibility, and the
uncertainty and questions which it may raise among management, may result in the departure or
distraction of management personnel to the detriment of the Company and its stockholders; and



WHEREAS, the Board intends for this Agreement to provide protection for its executive officers in
general, for so long as such officers remain in the employment of the Company, against the
exigencies of a Change of Control, but not to otherwise provide assurance of or rights to continued
employment; and



WHEREAS, should the possibility of a Change of Control arise, in addition to the Executive’s
regular duties, the Executive may be called upon to assist in the assessment of such possible
Change of Control, to advise management and the Board as to whether such Change of Control would be
in the best interests of the Company and to take such other actions as the Board might determine to
be appropriate; and



WHEREAS, this Agreement is not intended to alter the rights of the Executive in the absence of a
Change of Control with respect to his or her employment by the Company or his or her compensation
and benefits in connection with such employment and, accordingly, this Agreement, although taking
effect as provided below, will be operative only upon a Change of Control.



NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties hereto agree
as follows:



1. Term; Employment Protection Period. The term during which this Agreement (the
“Agreement”) will be in effect (the “Term of the Agreement”) 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. If a Change of Control (as defined in Exhibit A) occurs during
the Term of the Agreement, the Agreement will remain in effect until all obligations hereunder have
been discharged. The period starting on the date of such a Change of Control and ending on the 18
month anniversary of the Change of Control will be a “Employment Protection Period” under the terms
of this Agreement.



2. Definition of a Change of Control. “Change of Control” has the meaning set forth in
Schedule A hereto.



3. Termination of Employment; Severance Benefits.



3.1 Terminability of Employment. If Executive’s employment terminates during the
Employment Protection Period set forth in this Agreement following a Change of Control, the parties
will be required to discharge the applicable obligations described in this Section 3 and elsewhere
in this Agreement. If Executive’s employment terminates at any time other than during the
applicable Employment Protection Period following a Change of Control, Executive will have no
rights under the Agreement.



3.2 Termination upon Death or Disability. If 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 Executive hereunder other than for Base Salary earned and unpaid at the date of
termination and compensation for accrued vacation, and the Term of the Agreement will end when
those amounts are paid. However, nothing in this Agreement is intended to interfere with the
rights of Executive and his family or


beneficiaries under other applicable plans, policies or arrangements of the Company. For purposes
of this Section 3.2, the Company may terminate Executive’s employment for “disability” if, because
of physical or mental incapacity, Executive is unable for a period of 90 consecutive days to
perform the material duties of his position and it is determined by a qualified physician chosen by
the Company (and, if during a Employment Protection Period, approved by the Executive or his
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 Executive Without Good 


Reason. If the Company terminates Executive’s employment for Cause (as defined in this
Section 3.3) or if Executive terminates his employment other than for Good Reason (as defined in
this Section 3.3), the Company will have no further obligation or liability to Executive hereunder
other than for Base Salary earned and unpaid at the date of termination and compensation for
accrued vacation, and the Term of the Agreement will end when those amounts are paid.



“Cause” means (a) willful malfeasance or gross negligence in the performance by Executive of his
duties, resulting in harm to the Company, (b) fraud or dishonesty by Executive with respect to the
Company, or (c) 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 Executive for Good Reason.



(a) Entitlement to Severance Benefits. If, during the Term of the Agreement, the
Company terminates Executive’s employment without Cause, or if Executive terminates his employment
for Good Reason, the Company will, subject to Section 4 below, provide severance benefits to
Executive as set forth below in Section 3.4(b).



(b) Severance Benefits Following a Change of Control. If the termination occurs
during a Employment Protection Period, the Company will provide severance benefits to Executive as
follows:



(i) The Company will pay to Executive within 30 days of the termination a lump-sum cash
amount equal to 150% of sum of the Executive’s annual Base Salary in effect immediately prior to
the termination (or, if his Base Salary has been reduced within 60 days of the termination or at
any time after the Change of Control, his Base Salary in effect prior to the reduction) plus the
Executive’s then current annual target bonus.



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



(iii) The Company will continue for a period of 18 months from the date of termination to
provide 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.



(c) Option Acceleration. Notwithstanding any contrary provision of the plans or



arrangements under which they are granted, upon a Change of Control and irrespective of a
termination of employment, (A) 50% of the options to purchase Company stock held by Executive will
immediately become exercisable and the remaining 50% of the options to purchase Company stock held
by Executive will become exercisable on the six month anniversary of the date of the Change of
Control, and (B) all restricted stock held by Executive under restricted stock plans and
arrangements.



4. Limitations on Severance Benefits.



4.1 Section 280G. The payment to the Executive under Section 3 of this Agreement 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 the Change of Control 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 the Change of Control 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 the Change of Control 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 Agreement 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 the
Change of Control Plan or under this Agreement 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 to Executive under this
Agreement 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. Fees and Expenses. In the event of Executive’s termination of employment during a
Employment Protection Period, the Company will pay any and all fees and expenses (including legal
fees and other costs of arbitration or litigation) that may be incurred by Executive in enforcing
his rights under this Agreement.



7. No Duty to Mitigate. Benefits payable under this Agreement as a result of termination
of Executive’s employment will be considered severance pay in consideration of his past service
and his continued service from the Effective Date, and his entitlement thereto will neither be
governed by any duty to mitigate his damages by seeking further employment nor offset by any
compensation that he may receive from other employment.



8. Confidentiality and Exclusivity. Executive 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 duties for the Company or as a result of a
legal proceeding or other legally mandated cause. The parties recognize and agree that should the
Company be required to pursue a claim against Executive under this Section 8, the Company will
likely be required to seek


injunctive relief as well as damages at law. Accordingly, Section 10, Arbitration, will not apply
to any action by the Company against Executive for violation of this Section 8. Executive agrees
for purposes of any disputes arising under this Section 8 to submit to the exclusive jurisdiction
of the federal and state courts in the Commonwealth of


Massachusetts.



9. Arbitration. Except as otherwise provided in Section 8, any dispute or controversy
between the parties involving the construction or application of any terms, covenants or conditions
of this Agreement, or any claim arising out of or relating to this Agreement, or any claim arising
out of or relating to Executive’s employment by the Company 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 Executive
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. Upon request the arbitrator(s) shall
submit written findings of fact and conclusions of law. The parties agree and understand that they
hereby waive their rights to a jury trial of any dispute or controversy relating to the matters
specified above in this Section 9..



10. Rights of Survivors. If 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 Executive in
writing (the “beneficiary”), or if none, to Executive’s estate, (b) all applicable insurance
coverage will be provided to Executive’s family as though


Executive had continued to live, and (c) any stock options that become exercisable under Section
3.4 will be exercisable by the beneficiary, or if none, the estate.



11. Successors. This Agreement 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, by agreement in form and substance satisfactory to
Executive, to assume this Agreement expressly. This


Agreement is not otherwise assignable by the Company.



12. Subsidiaries. For purposes of this Agreement, 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 Agreement to “Company” include such corporations or other
entities where appropriate in the context.



13. Amendment or Modification; Waiver. This Agreement may not be amended unless agreed to
in writing by Executive and the Company. No waiver by either party of any breach of this Agreement
will be deemed a waiver of a subsequent breach.



14. Severability. In the event that any provision of this Agreement is determined to be
invalid or unenforceable, the remaining provisions shall remain in full force and effect to the
fullest extent permitted by law.



15. Controlling Law. This Agreement will be controlled and interpreted pursuant to
Massachusetts law.



16. Superseded Agreement. This Agreement supersedes and replaces in their entirety
provisions related to severance payments due to a change in control, and option acceleration in the
event of a change in control, as set forth in the Change of Control Agreement between Executive and
the Company dated July 17, 2003.



17. Notices. Any notices required or permitted to be sent under this Agreement are to be
delivered by hand or mailed by registered or certified mail, return receipt requested, and
addressed as follows:



If to the Company:



Lionbridge Technologies, Inc.


1050 Winter Street, Suite 2300


Waltham, MA 02451



If to Executive:



     


     


     



Either party may change its address for receiving notices by giving notice to the other party.



In witness whereof, the parties hereto have executed this Agreement as of the date first set forth
above.



     



[Executive]



LIONBRIDGE TECHNOLOGIES, INC.



By:     

Rory J. Cowan

President and Chief Executive Officer




1



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.




2