Attached files

file filename
EX-10.1 - EX-10.1 - LIONBRIDGE TECHNOLOGIES INC /DE/exhibit1.htm
EX-10.2 - EX-10.2 - LIONBRIDGE TECHNOLOGIES INC /DE/exhibit2.htm
 

 


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

     
Date of Report (Date of Earliest Event Reported):   January 5, 2010

Lionbridge Technologies, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)

     
Delaware 000-26933 04-3398462
_____________________
(State or other jurisdiction
_____________
(Commission
______________
(I.R.S. Employer
of incorporation) File Number) Identification No.)
      
1050 Winter Street, Suite 2300, Waltham, Massachusetts   02451
_________________________________
(Address of principal executive offices)
  ___________
(Zip Code)
     
Registrant’s telephone number, including area code:   781-434-6000

Not Applicable
______________________________________________
Former name or former address, if changed since last report

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

2010 Management Incentive Plan

On February 5, 2010, the Nominating and Compensation Committee of the Board of Directors of Lionbridge Technologies, Inc. ("Lionbridge") approved the 2010 Management Incentive Plan for Executive Officers. Pursuant to the terms of this Plan, certain officers of Lionbridge are eligible to receive a cash bonus, calculated on a specified percent of their respective 2010 base salary, upon achievement of each of the following three equally weighted performance metrics:

• Achievement of internal revenue targets for the year ending December 31, 2010 (1/3)
• Achievement of Lionbridge internal profitability metrics for the year ending December 31, 2010; (1/3); and
• Achievement of identified personal objectives, which in the case of Executive Officers with operational responsibility, are tied to performance relative to those operations and in the case of Executive Officers with functional responsibilities, are tied to performance relative to that particular function, and in each case, related to the implementation of appropriate and effective strategies to manage volatility in foreign currency exchange rates (1/3).

The Committee established the following personal objective components for the executive officers:

• General Managers of GLT: Achievement of internal product line revenue and profitability targets, customer satisfaction, business process improvements, migration of production to global delivery centers, and accelerated use and adoption of technology.
• Chief Financial Officer: Improved cash management and forecasting, deployment of effective strategies to manage foreign currency exchange rate volatility, inter-company costs and world-wide tax exposures, and rationalization of real estate portfolio.
• Chief Operating Officer: Development of emerging product lines, development and deployment of commercial technology offerings, assessment of complementary strategic offerings, and achievement of internal product line revenue and profitability targets.
• Chief Executive Officer: Overall responsibility for achievement of internal revenue and profitability targets, acceleration of deployment of commercial technology offerings, and execution of the Company’s long-term strategies to improve shareholder value.

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.

Under the terms of the 2010 MIP, a participating Executive Officer will receive his or her target bonus based on achievement of each equally rated performance metric target (the "Target"). If actual results show that the Target for any of the three components is exceeded, the bonus opportunity will be increased proportionately up to a maximum of 150% of such individual’s target bonus. If actual results show that the Target for any of the three components is not achieved, but is above a pre-determined minimum threshold, the bonus opportunity will be reduced proportionately to 50% of each individual's target bonus. Each individual's target bonus opportunity is set at a percent of his or her base salary. The applicable percentages are as follows:

Chief Executive Officer: 110% of base salary
Chief Operating Officer, Chief Financial Officer and General Managers of GLT: 60% of base salary.

The form of MIP Agreement is attached as Exhibit 10.1 to this Form 8-K and the description of such terms contained in such MIP Agreement are incorporated by reference herein.


LTIP

On February 5, 2010, the Nominating and Compensation Committee of the Board of Directors of Lionbridge Technologies, Inc. ("Lionbridge") approved and granted to each Executive Officer a long-term performance based stock incentive award (the "LTIP") under the Corporation’s 2005 Stock Incentive Plan. Pursuant to the terms of the LTIP, restrictions with respect to the stock will lapse upon the achievement of revenue and profitability targets within the two calendar years from and including the year of grant. If the targets are not achieved, the shares will be forfeited by the officer.

The form of LTIP Award Agreement is attached as Exhibit 10.2 to this Form 8-K and the description of such terms contained in such Award Agreement are incorporated by reference herein.






SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

         
    Lionbridge Technologies, Inc.
          
February 9, 2010   By:   Margaret A. Shukur
       
        Name: Margaret A. Shukur
        Title: VP, General Counsel and Secretary


Exhibit Index


     
Exhibit No.   Description

 
10.1
  Form of Management Incentive Plan Agreement for Executive Officers
10.2
  Form of Long-Term Performance Award Agreement for Executive Officers