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, 2015

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.

On February 4, 2015, the Nominating and Compensation Committee of the Board of Directors of Lionbridge finalized the 2015 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 2015 base salary, upon attainment of revenue, profitability, business and/or identified personal objectives in 2015.

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, 2015 (1/3);
• Achievement of Lionbridge internal profitability metrics for the year ending December 31, 2015 (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, 2015 (50%);
• Achievement of identified objectives achievement of efficiencies and quality enhancements related to the corporate sales function and sales operations related to the overall corporate sales function and sales operations; (10%) and
• Achievement of revenue targets in the Center of Revenue assigned to the CSO for the year ending December 31, 2015 (40%).

Senior Vice President, Global Client Solutions:

• Achievement of Lionbridge internal revenue targets for the year ending December 31, 2015 (50%); and
• Achievement of revenue targets in the Center of Revenue assigned to the SVP, Global Client Services, for the year ending December 31, 2015 (50%).

Senior Vice President and General Manager, Global Offerings:

• Achievement of Lionbridge internal revenue targets for the year ending December 31, 2015 (30%);
• Achievement of Lionbridge internal profitability metrics for the year ending December 31, 2015 (30%);
• Achievement of identified personal objectives (20%); and
• Achievement of revenue targets from Global Offerings for the year ending December 31, 2015 (20%).

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

• Achievement of Lionbridge internal revenue targets for the year ending December 31, 2015 (35%);
• Achievement of Lionbridge internal profitability metrics for the year ending December 31, 2015(50%); and
• Achievement of identified personal objectives (15%).

Personal Objectives:

The Committee established the following personal objective components for the Executive Officers:

• Chief Executive Officer: Continue implementation of organizational design changes to align with strategic direction and market opportunities; integration of CLS with identified synergies and long-term strategy; execution of the Company's long-term strategies to improve shareholder value; continue to drive advancements in offerings and technology to enable new revenue streams; and leading his team to help them to successfully complete their individual objectives.

• Chief Financial Officer: Implementation of new financial systems processes and structures to align with strategic and business priorities and to 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; development and implementation of effective strategies to mitigate currency risk; and implementation of an effective and efficient global entity structure following CLS transaction.

• Senior Vice President and General Manager of GLT: Operational integration of CLS and achievement of identified synergies; full implementation of Center of Excellence 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; accelerated use and adoption of new platforms and technology; achievement of internal product line revenue and profitability targets; and enhancement of operational efficiencies and utilization of Centers of Excellence to focus on strategic end markets.

• Senior Vice President and General Manager of Global Offerings: Development and deployment of all current and new offerings that contribute to the Corporation’s revenue and profitability objectives; further expansion and acceleration of lead generation and telemarketing initiatives across all product lines.

The MIP for CSO and the Senior Vice President of Global Client Solutions do not include a personal objective component.

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.

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 6, 2015	By:	Margaret A. Shukur
		Name: Margaret A. Shukur
		Title: Senior VP, General Counsel and Secretary

Exhibit Index

Exhibit No.	Description
10.1	Form of MIP Agreement for Executive Officers

EX-10.1

FORM OF MIP AGREEMENT FOR EXECUTIVE OFFICERS

February 2015

[Name of Executive]
[Address]

Re: Lionbridge Technologies, Inc. 2015 Management Incentive Plan (MIP)

Dear :

I am pleased to inform you that you are invited to participate in the 2015 Lionbridge Management Incentive Plan (“MIP”). As a participant, you are entitled to receive a cash incentive payment upon the achievement by the Company in 2014 of the applicable following performance metrics set by the Nominating and Compensation Committee:

• [Corporate-wide Revenue Target for 2015

• Corporate-wide Profitability Target for 2015

• 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 2015 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, 2015. The term “Profitability” means the Corporation’s adjusted EBITDA for the Corporation’s fiscal year ending December 31, 2015, 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: