Form of Restricted Stock Agreement under the 2005 Plan.



 Exhibit 10.5 
  
 RESTRICTED STOCK AGREEMENT 
  
 This Restricted Stock Agreement dated [DATE] is made by and between Lionbridge Technologies, Inc., a Delaware corporation (hereinafter referred to as the
“Company”), and [NAME], an 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 2005 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 as an inducement to remain in the service of the Company or its Subsidiary, and as an incentive for increased efforts during such service, and has advised the Company thereof and instructed the undersigned officers to
issue said Restricted Stock; 
  
 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 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 
  
 [No sooner than three years from grant date] 
  
 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 ________ 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
__________________, a copy of which the Company shall furnish to the holder of this certificate upon request and without charge. 
  
 Section 2.6 – Change of Control 
  
 In the event of an Reorganization Event of the Company (as such term is defined in the Company’s 2005 Stock Incentive
Plan), all shares of restricted stock issued hereunder shall become immediately vested, provided it has not been forfeited pursuant to Section 2.3 hereof prior to the Reorganization Event. 









  
 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. 
  
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 Section 3.2 - 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:	 	 
	 	 	 


  

	
	
	  
	[NAME]
	
	 
	
	 
	 Address