AMENDED AND RESTATED EMPLOYMENT AGREEMENT

Exhibit 10.42

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

This Employment Agreement originally made as of September 19, 2006 by and between Lionbridge Technologies, Inc., a Delaware corporation (the “Company”), and Rory J. Cowan (the “Executive”) is hereby amended and restated in its entirety as of October 31, 2008.

WHEREAS, pursuant to the Employment Agreement dated as of December 23, 1996 and the amended and restated Employment Agreement dated as of September 19, 2006 (the “2006 Agreement”), the Executive has served as Chairman of the Board and Chief Executive Officer of the Company for more than eleven years; and

WHEREAS, the Company and the Executive wish to amend and restate the 2006 Agreement to comply with and meet the requirements of the provisions of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”);

NOW, THEREFORE, the parties agree that the 2006 Agreement is hereby amended and restated in its entirety as follows:

1. EMPLOYMENT. Subject to the terms and conditions set forth in this Agreement, the Company shall continue to employ the Executive as Chief Executive Officer and the Executive agrees to continue to be so employed.

2. TERM. The term of the Executive’s employment hereunder (the “Term”) shall commence on the date hereof and continue until the first to occur of the expiration of the Term (as defined below) or the termination of the Executive’s employment in accordance with Section 5 of this Agreement. “Term” shall mean the period commencing as of the date hereof and continuing in effect through September 30, 2010; provided that on October 1, 2009 and each October 1 thereafter, the Term shall be automatically extended for one additional year unless, not later than one year prior to the scheduled expiration of the Term (or any extension thereof), either party shall have given the other party written notice that the Term will not be extended. A termination of this Agreement that results because the Executive gives notice that he declines to extend the Term shall be treated for all purposes hereunder as a termination of employment described in Section 5.5. A termination of this Agreement that results because the Company gives notice that it declines to extend the Term shall be treated for all purposes hereunder as a termination by the Company other than for Cause described in Section 5.4.

3. CAPACITY AND PERFORMANCE.

3.1 OFFICES. During the Term, the Executive shall serve the Company as President and Chief Executive Officer of the Company. In such capacity, the Executive will be responsible for day-to-day operations of the Company as well as the Company’s strategic direction. In addition, subject to election by the stockholders of the Company, the Executive shall serve as a member of the Company’s Board of Directors (the “Board”) and as a director of one or more of the Company’s subsidiaries. The Executive shall be subject to the direction of, and shall have such other powers, duties and responsibilities consistent with the Executive’s position as President and Chief Executive Officer as may from time to time be prescribed by, the Board.

3.2 PERFORMANCE. During the Term, the Executive shall be employed by the Company and shall perform and discharge (faithfully, diligently and to the best of his ability) such duties and responsibilities on behalf of the Company and its subsidiaries as may be designated from time to time by the Board which are consistent with the Executive’s position as President and Chief Executive Officer. The Executive shall devote substantially all of his time, attention and energies to the business of the Company and shall not engage in any other business activity or activities, whether or not such business activity is pursued for gain, profit or other pecuniary advantage, that, in the reasonable judgment of the Board may conflict with the proper performance of the Executive’s duties under this Agreement. Notwithstanding the foregoing, except as may be set forth in Article 9 of this Agreement, nothing herein shall be construed as preventing the Executive from engaging in the following activities, provided such activities do not conflict with the proper performance of the Executive’s duties for the Company or have an adverse effect on the Company: (a) investing the personal assets of the Executive and his family; (b) serving on the board of directors or similar governing body of any other company, but only, in the case of a for-profit company, if such service is approved by the Board, such approval not to be unreasonably withheld (it being agreed that the current service by the Executive on any other board of directors is deemed approved); or (c) engaging in religious, charitable, trade association, or other community or non-profit activities.

4. COMPENSATION AND BENEFITS. As compensation for all services performed by the Executive under this Agreement, during the Term, the Executive shall be entitled to the following compensation and benefits:

4.1 BASE SALARY. The Company shall pay the Executive a base salary at the initial rate of $550,000 per year, payable in accordance with the payroll practices of the Company for its executives and subject to annual increases (based on an annual review) by the Board in its sole discretion. Such base salary, as from time to time increased, is hereafter referred to as the “Base Salary.” The Base Salary shall not be decreased without the Executive’s prior written consent, except for a reduction of Base Salary in connection with a cost cutting program under which the Base Salaries of all senior officers are reduced.

4.2 BONUS COMPENSATION. Each year the Company shall provide the Executive with a target annual bonus opportunity of 100% of Base Salary based on performance goals mutually agreeable to the Executive and the Nominating and Compensation Committee of the Board.

4.3 STOCK/OPTIONS. The Company will recommend to the Board that the Executive receive annual grants of stock, stock options, and stock rights pursuant to such restricted stock, stock option, stock right and similar agreements and plans as the Company may have in effect from time to time in amounts and on terms reasonably commensurate to those previously awarded to the Executive and no less favorable (including with regard to vesting) than those afforded to any other executive employee of the Company in connection with the Company’s annual equity grant program as it may then exist.

4.4 VACATIONS. The Executive shall be entitled to five (5) weeks of vacation per annum, to be taken at such times and intervals as shall be determined by the Executive in his reasonable discretion. The Executive may not accumulate or carry over from one calendar year to another any unused, accrued vacation time. The Executive shall not be entitled to compensation for vacation time not taken, except as required by law upon termination of employment.

4.5 LIFE INSURANCE. The Company will provide the Executive with life insurance for which the Executive may designate the beneficiary or beneficiaries in a face amount of no less than the greater of (a) two times his Base Salary or (b) the highest amount provided to any other executive employee of the Company.

4.6 OTHER BENEFITS. Subject to any contribution therefor generally required of executives of the Company, the Executive shall be entitled to participate in all employee benefits plans (other than any profit sharing or bonus compensation programs) from time to time adopted by the Board and in effect for executives of the Company generally, except to the extent such plans are in a category of benefit otherwise provided to the Executive. Such participation shall be subject (a) the terms of the applicable plan documents, (b) generally applicable Company policies and (c) the discretion of the Board or any administrative or other committee provided for in or contemplated by such plan. The Company may alter, modify, add to or delete its employee benefits plans at any time as the Board, in its sole judgment, determines to be appropriate.

4.7 BUSINESS EXPENSES. The Company shall pay or reimburse the Executive for all reasonable business expenses incurred or paid by the Executive in the performance of his duties and responsibilities hereunder, subject to (a) any expense policy of the Company set by the Board from time to time, and (b) such reasonable substantiation and documentation requirements as may be specified by the Board from time to time.

5. TERMINATION OF EMPLOYMENT AND SEVERANCE BENEFITS. The Executive’s employment hereunder shall terminate under the circumstances set forth in this Section 5. The fiscal year in which termination of the Executive’s employment is effective is sometimes referred to herein as the “Termination Year.”

5.1 DEATH. In the event of the Executive’s death during the Term, the Executive’s employment hereunder shall immediately and automatically terminate and the Company shall pay to the Executive’s designated beneficiary or, if no beneficiary has been designated by the Executive, to his estate (a) any Base Salary earned but unpaid through the date of death, payable no later than the next regularly scheduled pay date following the date of death, (b) any unpaid portion of the Bonus for the fiscal year preceding the Termination Year that was earned but has not yet been paid, payable at the times the Company pays its other executives such bonuses in accordance with its general payroll policies, and (c) a Bonus with respect to the Termination Year, payable within thirty (30) days after the date of death, in an amount determined by multiplying the Bonus that was payable to the Executive with respect to the fiscal year immediately preceding the Termination Year by a fraction, the denominator of which shall be 365 and the numerator of which shall be the number of days during the Termination Year in which the Executive was employed by the Company. After the end of the fiscal year of the Company in which the Executive’s employment is terminated by reason of his death, the Board shall determine the amount of the bonus that would have been paid to the Executive if the Executive had been employed for the entire fiscal year and shall multiply that amount by the fraction set forth in clause (c) of the preceding sentence. If the result of such calculation exceeds the amount paid to the Executive under said clause (c), the Company shall pay the amount of the excess to the Executive’s designated beneficiary or, if no beneficiary has been designated by the Executive, to his estate, as soon as administratively feasible after such amount is determined.

5.2 DISABILITY.

5.2.1 The Company may terminate the Executive’s employment hereunder, upon notice to the Executive, in the event that the Executive is unable to perform the essential functions of his job either with or without reasonable accommodation on account of a Disability. For purposes of this Agreement, a “Disability” means that the Executive: (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months; or (ii) by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under the Company’s accident and health plan. The Board may designate another employee to act in the Executive’s place during any period of the Executive’s Disability.

5.2.2 Through the effective date of any termination pursuant to Section 5.2.1, the Executive shall continue to receive his compensation and benefits pursuant to Section 4 as though he were not Disabled, including his Bonus; provided, however, that the amount of such Bonus shall be no less than the Bonus paid to the Executive with respect to the fiscal year immediately preceding the fiscal year in which the Executive first became Disabled; and provided , further, that in the Termination Year, the Executive’s bonus shall be pro rated by multiplying the amount of the Bonus that he would otherwise receive hereunder by a fraction, the denominator of which shall be 365 and the numerator of which shall be the number of days during the Termination Year in which the Executive was employed by the Company.

5.2.3 Within thirty (30) days after the effective date of any termination pursuant to Section 5.2.1, the Company shall pay the Executive a single lump sum cash payment in an amount equal to the sum of (a) the Executive’s annual Base Salary at the rate in effect at the time of termination plus (b) an amount equal to the amount of the Bonus paid to the Executive with respect to the fiscal year immediately preceding the fiscal year in which the Executive first became Disabled. If the Company’s disability insurance carrier approves the Executive for disability benefits, then the Company’s obligation shall be to pay the Executive a single lump sum supplemental payment that equals the excess of the amount set forth in the preceding sentence over the amount of disability insurance payable over the 12 months following termination of employment.

5.3 BY THE COMPANY FOR CAUSE.

5.3.1 The Company may terminate the Executive’s employment hereunder for Cause at any time upon notice to the Executive setting forth in reasonable detail the nature of such Cause. Only the following events or conditions shall constitute “Cause” for termination: (a) fraud, embezzlement or other act of dishonesty by the Executive that causes material injury to the Company or any of its affiliates, (b) conviction of, or plea of nolo contendere to, any felony involving dishonesty or moral turpitude, or (c) a failure by the Executive, other than by reason of death or disability, to take or refrain from taking any corporate action consistent with his duties as the President and Chief Executive Officer as specified in written directions of the Board following receipt by the Executive of such written directions which such failure is not cured within 30 days after written notice that failure to take or refrain from taking such action shall constitute “Cause” for purposes hereof.

5.3.2 Upon the giving of notice of termination of the Executive’s employment hereunder for Cause, the Company shall pay the Executive (a) any Base Salary earned but unpaid through the date of termination, payable no later than the effective date of termination, and (b) any Bonus for the fiscal year preceding the Termination Year that was earned but has not yet been paid, payable at the times the Company pays its other executives such bonuses in accordance with its general payroll policies. After payment of such amounts, the Company shall have no further obligation or liability to the Executive relating to the Executive’s employment hereunder, or the termination thereof including any Bonus amounts for the Termination Year.

5.4 BY THE COMPANY OTHER THAN FOR CAUSE.

5.4.1 The Company may terminate the Executive’s employment hereunder other than for Cause at any time upon notice to the Executive.

5.4.2 In the event of any termination pursuant to Section 5.4.1, the Company shall pay the Executive (a) any Base Salary earned but unpaid through the date of termination, payable on the effective date of termination, (b) any unpaid portion of any Bonus for the fiscal year preceding the Termination Year that was earned but has not been paid, payable at the times the Company pays its other executives such bonuses in accordance with its general payroll policies, and (c) a Bonus with respect to the Termination Year, payable within thirty (30) days after the effective date of termination, in an amount determined by multiplying the Bonus that was payable to the Executive with respect to the fiscal year immediately preceding the Termination Year by a fraction, the denominator of which shall be 365 and the numerator of which shall be the number of days during the Termination Year in which the Executive was employed by the Company.

5.4.3 Within thirty (30) days after the effective date of any termination pursuant to Section 5.4.1, the Company shall pay the Executive a single lump sum in cash in an amount equal to 100% times the sum of (a) the Executive’s Base Salary at the rate in effect at the effective date of termination, plus (b) the amount of the Bonus payable to the Executive with respect to the fiscal year immediately preceding the Termination Year.

5.4.4 After the end of the fiscal year of the Company in which the Executive’s employment is terminated, the Board shall determine the amount of the bonus that would have been paid to the Executive if the Executive had been employed for the entire fiscal year and shall multiply that amount by the fraction set forth in clause (c) of Section 5.4.2. If the result of such calculation exceeds the amount paid to the executive under said clause (c), the Company shall pay the amount of the excess to the Executive as soon as administratively feasible after such amount is determined.

5.5 TERMINATION BY EXECUTIVE WITHOUT GOOD REASON. The Executive may terminate the Executive’s employment hereunder at any time upon thirty (30) days prior written notice to the Company. Upon such termination, the Executive shall be entitled to receive (a) any Base Salary earned but unpaid through the date of termination, payable no later than the next regularly scheduled payroll following termination, (b) any unpaid portion of any Bonus for the fiscal year preceding the Termination Year that was earned but has not yet been paid, at the times the Company pays it executives bonuses in accordance with its general payroll policies, and (c) a Bonus with respect to the Termination Year, payable within thirty (30) days after the effective date of termination, in an amount determined by multiplying the Bonus that was payable to the Executive with respect to the fiscal year immediately preceding the Termination Year by a fraction, the denominator of which shall be 365 and the numerator of which shall be the number of days during the Termination Year in which the Executive was employed by the Company.

5.6 TERMINATION BY EXECUTIVE WITH GOOD REASON.

5.6.1 The Executive may terminate his employment hereunder at any time with Good Reason upon notice to the Company setting forth in reasonable detail the nature of such Good Reason. Any of the following events shall constitute Good Reason, unless the Executive has expressly consented to such event in writing; provided, however, that no such event shall be deemed to constitute Good Reason if, within 30 days after the receipt by the Company of such notice, such event has been fully corrected and the Executive has been reasonably compensated for any losses or damages resulting therefrom:

5.6.2 In the event of any termination pursuant to Section 5.6.1, the Company shall pay the Executive (a) Base Salary earned but unpaid through the date of termination