Form 8-K LIONBRIDGE TECHNOLOGIES For: Jan 29

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

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

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.

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

On January 29, 2016, the Nominating and Compensation Committee of the Board of Directors of Lionbridge finalized the 2016 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 2016 base salary, upon attainment of revenue, profitability, business and/or identified personal objectives in 2016.

More specifically, the Committee approved the following provisions for the designated Executive Officers:

CEO, CFO:

The Chief Executive Officer and the Chief Financial Officer are each eligible to receive a cash bonus upon achievement of each of the following three equally weighted performance metrics:

• Achievement of Lionbridge internal revenue targets for the year ending December 31, 2016 (1/3);
• Achievement of Lionbridge internal profitability metrics for the year ending December 31, 2016 (1/3); and
• Achievement of identified personal objectives (1/3).

Senior Vice President and Chief Sales Officer:

• Achievement of Lionbridge internal revenue targets for the year ending December 31, 2016 (85%);
• Achievement of identified objectives achievement of efficiencies and quality enhancements related to the corporate sales function and sales operations; (15%)


Senior Vice President and General Manager, Global Offerings:

• Achievement of Lionbridge internal revenue targets for the year ending December 31, 2016 (25%);
• Achievement of Lionbridge internal profitability metrics for the year ending December 31, 2016 (25%);
• Achievement of identified personal objectives (20%); and
• Achievement of revenue targets from Global Offerings for the year ending December 31, 2016 (30%).

Senior Vice President and General Manager, GLT (Global Language & Translation)

• Achievement of Lionbridge internal revenue targets for the year ending December 31, 2016 (30%);
• Achievement of Lionbridge internal profitability metrics for the year ending December 31, 2016 (50%);
• Achievement of identified personal objectives (10%); and
• Achievement of internal revenue targets associated with the Center of Revenue for which he is responsible (10%).

Personal Objectives:

The Committee established personal objective components for certain Executive Officers related to specific actions to be taken by such Executive Officer to enhance the Company’s long-term strategies, optimize revenue growth and accelerate the implementation of operational efficiencies.

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 is incorporated by reference herein.

LTIP: On January 29, 2016, the Nominating and Compensation Committee of the Board of Directors of Lionbridge Technologies, Inc. ("LTI") approved and granted to each Executive Officer and certain other key employees a long-term performance based stock incentive award (the "LTIP") under the Corporation's 2011 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 holder.

The forms 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 Agreements is incorporated by reference herein.

On January 29, 2016, the Nominating and the Compensation Committee of the Board of Directors adjusted the base salary of Richard Tobin, the Senior Vice President of Global Translation and Localization, from $320,000 to $350,000 effective February 1, 2016.

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.

Exhibit Index

FORM OF MIP AGREEMENT FOR EXECUTIVE OFFICERS

February 2016

[Name of Executive]
[Address]

Re: Lionbridge Technologies, Inc. 2016 Management Incentive Plan (MIP)

Dear :

I am pleased to inform you that you are invited to participate in the 2016 Lionbridge Management Incentive Plan (“MIP”). As a participant, you are entitled to receive a cash incentive payment upon the achievement by the Company in 2016 of the applicable following performance metrics set by the Nominating and Compensation Committee:

Corporate-wide Revenue Target for 2016

Corporate-wide Profitability Target for 2016

Objectives related to the business or function you lead in your capacity as [title] at Lionbridge (“MBO”)

Other Product Line Performance Objectives.

Your potential MIP award is determined based on a percent of your annual based salary (“MIP Percentage”), and your personal MIP Percentage is set forth in Exhibit A. Exhibit A also sets out your personal MBO (if applicable), as well as the specific Revenue and Profitability targets set by the Nominating and Compensation Committee.

Achievement of the MIP objectives will be determined by our Compensation Committee following the completion of the audit of our 2016 financial results. The Committee has the sole discretion in determining achievement of all objectives, including the MBO. 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.

The term “Revenue” means the revenue as reported in the Corporation’s financial statements for the year ending December 31, 2016. The term “Profitability” means the Corporation’s adjusted EBITDA for the Corporation’s fiscal year ending December 31, 2016, determined as follows:

To receive a payment under the MIP, you must continue to be employed by the Company in your current position at the time payment is determined and authorized by the Compensation Committee. In addition, your participation in the MIP is conditioned on your acknowledgement that: (a) your participation in the MIP is voluntary; (b) participation in the MIP and any award thereunder is not part of normal or expected compensation for any purpose, including without limitation for calculating any benefits, severance, resignation, termination, redundancy, end of service payments, bonuses, or similar payments; (c) neither the MIP, nor the issuance or potential issuance of award under the MIP confers upon you any right to continue in the service of (or any other relationship with) the Company and (d) you reconfirm your contractual and legal obligations of confidentiality to the Company and your obligations not to compete with the Company, as such are described in your Non-Disclosure Agreement, Non-Competition Agreement and/or Business Protection Agreement with the Company.

You agree and understand that your participation in the MIP is conditioned on your agreement and consent that the Board of Directors of the Company or its Nominating and Compensation Committee has the sole discretion to require you or your estate to repay to the Company, in cash and upon demand, any MIP award made to you (a) in the event of a restatement (other than a restatement due to a change in accounting policies) of the Company’s financial results where the restatement results in a material impact on the financial statements for the period affecting the achievement of the performance conditions for the award of any portion or all of your MIP award or (b) if the Board or the Committee determines that you have engaged in fraud or misconduct (“Misconduct”) that resulted in or substantially resulted in the achievement of the performance conditions for the award of any portion or all of your MIP award. The amount to be repaid shall be determined by the Committee in its sole discretion. Any determination by the Committee with respect to the foregoing shall be final, conclusive and binding on all interested parties. This provision expires on the earlier of (a) a Change of Control (as defined under the Company’s Change of Control Plan) or (b) three years from the date of grant of the MIP award.

This letter agreement is governed under the laws of the Commonwealth of Massachusetts.

Please indicate your acceptance to the terms contained in this letter agreement and participation in the MIP by signing below and returning one copy of the letter agreement to me.

Sincerely,

Rory J. Cowan
Chief Executive Officer

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Exhibit A

MIP Percentage:

Revenue Payout Target: $     Million

Revenue Payout Thresholds (minimum and maximum):
Minimum: 87.5% of the Revenue Target
Maximum: 125% of the Revenue Target

Profitability Payout Target: $     Million

Profitability Payout Thresholds (minimum and maximum)
Minimum: 80% of the Profitability Target
Maximum: 125% of the Profitability Target

MBO:

Other Product Line Performance Metrics:

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PERFORMANCE-BASED RESTRICTED STOCK AGREEMENT

This Performance-Based Restricted Stock Agreement dated January 29, 2016 is made by and between Lionbridge Technologies, Inc., a Delaware corporation (hereinafter referred to as the “Company”), and [NAME], a key 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 2011 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;

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 PERFORMANCE-BASED 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

(a) In general.  All shares of Restricted Stock shall be subject to forfeiture (“unvested”) and shall be forfeited in accordance with the Forfeiture Schedules set forth in Section 2.2(b) below based on upon the achievement of revenue and profitability targets (the “Revenue Target” and the “Profitability Target”), during the calendar year of the grant and the following calendar year (the “Measuring Period”).

All shares of Restricted Stock shall be subject to forfeiture (“unvested”) and shall be forfeited in accordance with the following schedule based on percent completion of the Revenue Target and the Profitability Target within the requisite Measurement Period as follows:

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(c) To the extent earned in accordance with the above schedule and provided he or she remained an employee of the Company continuously to January 1^st of the year immediately following the Measuring Period, the Grantee’s rights to the Restricted Stock shall become nonforfeitable (“vested”) on the date the Company publicly releases earnings for the second year of the Measuring Period.  

(d) In the event of the Grantee’s death, Disability or a termination of employment of the Grantee by the Company (or a Subsidiary thereof) other than a termination for cause, if the event occurs after the end of the calendar year of the Grant but before the end of the Measuring Period, the Grantee’s rights to one-half of the Restricted Stock that would otherwise become nonforfeitable (“vested”) on the date the Company publicly releases earnings for the second year of the Measuring Period shall become nonforfeitable as of such date.  

(e) In the event of a Reorganization Event, all shares of Restricted Stock shall vest without any further action on the part of the Company or the Grantee immediately prior to the Change of Control.

(f) Definitions.  

Income from Operations, plus

Merger, Restructuring & other charges

Amortization of Acquisition Related Intangibles

Depreciation

Amortization, and

Stock Based Compensation Expense

(g) The Grantee acknowledges and agrees that the Nominating and Compensation Committee of the Board of Directors may in its sole discretion adjust either Target to reflect the impact of foreign currency exchange rate fluctuations during the Measurement Period or any other extraordinary events.

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 the date the Company publicly releases its earnings for 2017 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 January 29, 2016, a copy of which the Company shall furnish to the holder of this certificate upon request and without charge.

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.

Section 3.2. – Acknowledgement.

By entering into this Agreement and accepting the Award, Employee acknowledges that: (a) the Plan is discretionary and may be modified, suspended or terminated by the Company at any time as provided in the Plan; (b) the grant of the Restricted Stock is a one-time benefit and does not create any contractual or other right to receive future grants of awards or benefits in lieu of awards; (c) all determinations with respect to any such future grants, including, but not limited to, the times when awards will be granted, the number of shares subject to each award, the award price, if any, and the time or times when each award will be settled, will be at the sole discretion of the Company; (d) Employee’s participation in the Plan is voluntary; (e) the value of the Restricted Stock is an extraordinary item which is outside the scope of Employee’s service contract, if any; (f) the Restricted Stock is not part of normal or expected compensation for any purpose, including without limitation for calculating any benefits, severance, resignation, termination, redundancy, end of service payments, bonuses, pension or retirement benefits or similar payments; (g) the future value of the Common Stock subject to the Restricted Stock is unknown and cannot be predicted with certainty, (h) neither the Plan, nor the issuance of the Restricted Stock confers upon Employee any right to continue in the service of (or any other relationship with) the Company or any Related Company, (i) the grant of the Restricted Stock will not be interpreted to form an employment relationship with the Company or any Related Company, and (j) he or she reconfirms his or her contractual and legal obligations of confidentiality to the Company and his or her obligations not to compete with the Company, as such as described in his or her Non-Disclosure Agreement, Non-Competition Agreement and/or Business Protection Agreement with the Company.

Section 3.3 – Recoupment and Forfeiture on Certain Conditions

The Employee expressly understands and agrees that this grant of Restricted Stock is conditioned on Employee’s agreement and consent that the Board of Directors of the Company or its Nominating and Compensation Committee has the sole discretion to require the Employee or Employee’s estate to repay to the Company, in cash and upon demand, any Proceeds (as defined below) resulting from the sale or other disposition (including to the Company) of Shares issuable or issued upon vesting of Restricted Stock (a) in the event of a  restatement (other than a restatement due to a change in accounting policies) of the Company’s financial results where the restatement  results in a material impact on the financial statements for the period affecting the achievement of the performance conditions for this grant of Restricted Stock in Section 2.2 or (b) if the Board or the Committee determines that the Employee has engaged in fraud or misconduct (“Misconduct) that resulted in or substantially resulted in vesting of any or all of this grant of Restricted Shares due to achievement of the performance conditions in Section 2.2.   The amount to be repaid shall be determined by the Committee in its sole discretion based on its determination of the effect of the Misconduct or the restatement on the Corporation’s stock price, up to an amount equal to the market value per Share at the time of such sale or other disposition multiplied by the number of shares sold or disposed of.  If Shares have vested and have not been disposed of, Shares will be subject to forfeiture (together with any cash amounts described in the prior sentence, “Proceeds”).  Any determination by the Committee with respect to the foregoing shall be final, conclusive and binding on all interested parties.  This provision expires on the earlier of (a) a Change of Control or (b) three years from the date of grant of the Award.

Section 3.4 — 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:       
Rory J. Cowan
Chief Executive Officer

     
[NAME]

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