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
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| Date of Report (Date of Earliest Event Reported): | | June 14, 2010 |
Lionbridge Technologies, Inc.
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(Exact name of registrant as specified in its charter)
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| Delaware | 000-26933 | 04-3398462 |
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(State or other jurisdiction | _____________
(Commission | ______________
(I.R.S. Employer |
| of incorporation) | File Number) | Identification No.) |
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| 1050 Winter Street, Suite 2300, Waltham, Massachusetts | | 02451 |
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(Address of principal executive offices) | | ___________
(Zip Code) |
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| Registrant’s telephone number, including area code: | | 781-434-6000 |
Not Applicable
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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.
Three-Year Special Long-Term Performance Restricted Stock Award.
On June 14, 2010, the Nominating and Compensation Committee of the Board of Directors of Lionbridge Technologies, Inc. ("Lionbridge") approved and granted to each Executive Officer a special 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 profitability targets within the three calendar years from and including the year of grant. If the targets are not achieved, the shares will be forfeited by the officer. The Committee developed the LTIP in consultation with its independent compensation consultant. The LTIP is intended to provide an incentive for achievement of long-term and sustained profitability growth and an effective retention vehicle for key leaders of Lionbridge whose contributions are essential toward achieving the long-term objectives.
The fo rm of LTIP Award Agreement is attached as Exhibit 10.1 to this Form 8-K and the description of such terms contained in such Award Agreement are incorporated by reference herein.
Other Executive Compensation Actions.
On June 14, 2010, the Nominating and Compensation Committee of the Board of Directors of Lionbridge approved an adjustment to compensation of the Chief Executive Officer. Following review by the Committee in consultation with its independent compensation consultant, the base salary of the Chief Executive Officer was increased from $550,000 to $600,000. In addition, the target bonus opportunity for the Chief Executive Officer was increased from 110% of base salary to 120% of base salary. Target bonus opportunity is used to determine an executive officer’s cash incentive compensation under the Lionbridge Management Incentive Plan (the "MIP"). Under the MIP, an annual cash incentive payment is made based on achievement of three equally weighted performance metrics related to revenu e, profitability, and achievement of personal objectives in a particular fiscal year. Base salary of the Chief Executive Officer had last been adjusted in 2006, and target bonus opportunity for the Chief Executive Officer had last been adjusted in 2007.
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.
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| | | Lionbridge Technologies, Inc. |
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| June 16, 2010 | | By: | | Margaret A. Shukur
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| | | | | Name: Margaret A. Shukur |
| | | | | Title: Vice President and General Counsel |
Exhibit Index
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| Exhibit No. | | Description |
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10.1 | | Form of Long-Term Performance Restricted Stock Award Agreement |
