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 s
