0001299933-13-000263.txt : 20130208 0001299933-13-000263.hdr.sgml : 20130208 20130208172855 ACCESSION NUMBER: 0001299933-13-000263 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20130204 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers FILED AS OF DATE: 20130208 DATE AS OF CHANGE: 20130208 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LIONBRIDGE TECHNOLOGIES INC /DE/ CENTRAL INDEX KEY: 0001058299 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 043398462 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-26933 FILM NUMBER: 13587957 BUSINESS ADDRESS: STREET 1: 1050 WINTER STREET CITY: WALTHAM STATE: MA ZIP: 02154 BUSINESS PHONE: 7814346000 MAIL ADDRESS: STREET 1: 1050 WINTER STREET CITY: WALTHAM STATE: MA ZIP: 02451 FORMER COMPANY: FORMER CONFORMED NAME: LIONBRIDGE TECHNOLOGIES HOLDINGS INC DATE OF NAME CHANGE: 19990611 8-K 1 htm_47062.htm LIVE FILING Lionbridge Technologies, Inc. (Form: 8-K)  

 

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

     
Date of Report (Date of Earliest Event Reported):   February 4, 2013

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

     
Delaware 000-26933 04-3398462
_____________________
(State or other jurisdiction 		_____________
(Commission 		______________
(I.R.S. Employer
of incorporation) File Number) Identification No.)
      
1050 Winter Street, Suite 2300, Waltham, Massachusetts   02451
_________________________________
(Address of principal executive offices) 		  ___________
(Zip Code)
     
Registrant’s telephone number, including area code:   781-434-6000

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.

2013 Management Incentive Plan.

Effective February 4, 2013, the Nominating and Compensation Committee of the Board of Directors of Lionbridge approved the 2013 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 2013 base salary.

The Chief Executive Officer and Chief Financial Officer are 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, 2013 (1/3);
• Achievement of Lionbridge internal profitability metrics for the year ending December 31, 2013 (1/3); and
• Achievement of identified personal objectives (1/3).

The following executive officers, each of whom has responsibility for particular product lines or functions, are eligible to receive a cash bonus upon achievement of the four performance metrics as follows:

Senior Vice President and Chief Sales Officer:

• Achievement of Lionbridge internal revenue targets for the year ending December 31, 2013 (50%);
• Achievement of Lionbridge internal profitability metrics for the year ending December 31, 2013(20%);
• Achievement of identified personal objectives related to the overall Corporate sales function and operations (10%); and
• Achievement of identified performance objectives related to revenue growth in the GLT product line (20%).

Senior Vice President, Globalization, Localization and Translation ("GLT"):

• Achievement of Lionbridge internal revenue targets for the year ending December 31, 2013 (30%);
• Achievement of Lionbridge internal profitability metrics for the year ending December 31, 2013; (30%);
• Achievement of identified personal objectives related to the GLT product line and corporate-wide as described below (20%); and
• Achievement of identified performance objectives related to revenue growth in the GLT product line from designated customers (20%).

Senior Vice President, Global Development and Testing ("GDT") and Enterprise Crowdsourcing ("ECS"):

• Achievement of Lionbridge internal revenue targets for the year ending December 31, 2013 (30%)
• Achievement of Lionbridge internal profitability metrics for the year ending December 31, 2013; (30%);
• Achievement of identified personal objectives related to the GDT and ECS product lines and corporate-wide as described below (20%); and
• Achievement of identified performance objectives related to revenue growth in the GDT and ECS product lines (20%).

Senior Vice President and Chief Marketing Officer:
• Achievement of Lionbridge internal revenue targets for the year ending December 31, 2013 (30%)
• Achievement of Lionbridge internal profitability metrics for the year ending December 31, 2013 (30%);
• Achievement of identified personal objectives related to the overall Corporate marketing function and operations (20%); and
• Achievement of identified performance objectives related to revenue and profitability from Global Marketing Operations (20%).

Personal Objectives for Executive Officers: The defined Personal Objectives for each Executive Officer are as follows:
• Chief Executive Officer: Implementation of organizational design changes to align with strategic direction and market opportunities; overall responsibility for achievement of internal revenue and profitability targets; acceleration of deployment of commercial technology and enterprise crowdsourcing offerings and cross product line opportunities; and execution of the Company's long-term strategies to improve shareholder value.
• Chief Financial Officer: Implementation of new financial systems, processes and structures to align with strategic and business priorities and enhance operational efficiencies; provide support to all areas of the business using historical financial data and analytics from market data; and rationalization of real estate portfolio and all other capital leases.
• Senior Vice President and Chief Sales Officer: Achievement of revenue growth, particularly in certain identified markets, industries, geographies and offerings new customer acquisition; recruitment and retention of sales resources with skills, experience and talent aligned with the Corporation’s strategic and business priorities; enhanced sales training and sales metrics; development, enhancement and execution of cross-product line sales strategies; and design and management of an efficient and effective sales incentive compensation program.
• Senior Vice President, and General Manager of GLT: Continued evaluation and improvement of organizational structure and delivery platforms within product lines to maximize operational efficiencies and innovation; improvements in customer satisfaction, business process improvements, cost and expense efficiencies; development and assessment of complementary strategic offerings; accelerated use and adoption of new platforms and technology and achievement of internal product line revenue and profitability targets; revenue achievement of assigned global accounts across all product lines.
• Senior Vice President and General Manager of GDT and ECS: Achievement of internal product line revenue and profitability targets; refinement of product offerings and operational capabilities; alignment of organizational design and personnel with operational goals; evaluation and improvement of organizational structure and delivery platforms; acceleration of cloud-based worker offerings; improvements in customer satisfaction, business process improvements, cost and expense efficiencies.
• Senior Vice President and Chief Marketing Officer: Development and deployment of all marketing support functions for all product lines and development of new product offering strategies that contribute to the Corporation’s profitability and revenue objectives; revenue and customer acceptance of global web operations and global marketing operations solutions; development and deployment of internal marketing operations to support the sales organizations of each product line and vertical and contribute to the Corporation’s overall profitability and revenue objectives.

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 are incorporated by reference herein.

Base Salary Adjustments
Effective February 4, 2013, the Nominating and Compensation Committee of the Board of Directors of Lionbridge Technologies, Inc. ("Lionbridge") increased the annual base salary of the following Executive Officers:

CEO, Rory Cowan, from $660,000 to $720,000
Senior Vice President, GLT, Henri Broekmate, from $300,000 to $315,000
Senior Vice President, GDT and ECS, Martha Crow, from $280,000 to $300,000
Senior Vice President and Chief Sales Officer, Paula Shannon, from $300,000 to $310,000
Senior Vice President and Chief Marketing Officer Marc Osofsky, from $275,000 to $290,000.





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.

         
    Lionbridge Technologies, Inc.
          
February 8, 2013   By:   Margaret A. Shukur
       
        Name: Margaret A. Shukur
        Title: SVP and General Counsel

Exhibit Index


     
Exhibit No.   Description
 
10.1
  Form of MIP Agreement
EX-10.1 2 exhibit1.htm EX-10.1 EX-10.1

FORM OF MIP AGREEMENT FOR EXECUTIVE OFFICERS

February 2013

[Name of Executive]
[Address]

Re: Lionbridge Technologies, Inc. 2013 Management Incentive Plan (MIP)

Dear :

I am pleased to inform you that you are invited to participate in the 2013 Lionbridge Management Incentive Plan (“MIP”). As a participant, you are entitled to receive a cash incentive payment upon the achievement by the Company in 2013 of the following performance metrics set by the Nominating and Compensation Committee:

             
•   Corporate-wide Revenue target for 2013    
•   Corporate-wide Profitability target for 2013; and
        •  
Objectives related to the business or function you lead in your
capacity as [title] at Lionbridge (the “MBO”)
• Other Product Line Performance Objectives, if applicable.

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, 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 2013 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, 2013. The term “Profitability” means the Corporation’s adjusted EBITDA for the Corporation’s fiscal year ending December 31, 2013, determined as follows:

     
•  
Income from Operations, plus
•  
Merger, Restructuring & other charges
•  
Amortization of Acquisition Related Intangibles
•  
Depreciation
•  
Amortization, and
•  
Stock Based Compensation Expense

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

Exhibit A

MIP Percentage:

Revenue Payout Target: $ Million

Revenue Payout Thresholds (minimum and maximum):
Minimum: $ Million
Maximum: $ Million

Profitability Payout Target: $ Million

Profitability Payout Thresholds (minimum and maximum)
Minimum:$ Million
Maximum: $ Million

MBO:

Other Product Line Performance Metrics: