LIONBRIDGE
TECHNOLOGIES, INC.
INDPEPENDENT DIRECTORS’ COMPENSATION POLICY
Amended and Restated as of March 10, 2009
Each non-employee member of the Board of Directors of Lionbridge
Technologies, Inc. who directly holds less than 1% of the
Company’s outstanding common stock (an “Eligible
Director”) shall receive compensation made up of (i) an
annual retainer payable in cash and through a restricted stock unit
(the “Retainer”), (ii) an initial grant of stock
options upon election to the Board (the “Initial Option
Grant”) and (iii) an annual grant of stock options (the
“Annual Option Grant”).
In addition, each Eligible Director who serves on the Audit
Committee shall receive an annual cash retainer in connection with
such service (the “Audit Retainer”).
Chairmen of the Audit Committee and the Nominating and
Compensation Committee shall receive an additional annual retainer
(the “Audit Chairman Retainer” and the
“Nominating and Compensation Chairman Retainer”).
All non-employee directors shall be entitled to travel expense
reimbursement and shall be covered by the provisions of the
Company’s charter and bylaws with respect to liability.
Annual Retainer.
Each Eligible Director shall receive an annual cash retainer in
the amount of $25,000 and an annual equity retainer in the form of
Restricted Stock Units with a value on the date of grant of
$25,000, determined based on the closing stock price of the
Company’s common stock on the date of grant. This Cash
Retainer will be paid annually in advance on the date of the
Company’s Annual Meeting of Stockholders to each Eligible
Director and the Restricted Stock Units will be granted annually in
advance on the date of the Company’s Annual Meeting of
Stockholders to each Eligible Director.
Deferred Compensation Plan
Each Eligible Director shall have the option to defer all or a
portion of his or her annual cash or equity retainer, and any
committee retainer, in the Company’s Deferred Compensation
Plan for Independent Directors.
Initial Option Grant.
On the date of election to his or her first term as a director,
each Eligible Director shall automatically be granted a stock
option to purchase 20,000 shares of common stock of the Company and
the Annual Option described below. The exercise price of this
Initial Option shall be equal to fair market value of the
Company’s stock on the date of grant and the Initial Option
shall vest over two years from the date of grant at the rate of 50%
on each of the first and second anniversaries of the date of grant.
The Initial Option shall be issued under the terms and provisions
of
