Non-Employee Director Optionee Uses in Capital Changes and Business Successions Clause

Capital Changes and Business Successions from Non Qualified Stock Option Agreement

Lionbridge Technologies, Inc. a Delaware corporation (the Company), hereby grants as of to <<FirstName>> <<LastName>> (the Non-Employee Director Optionee) an option to purchase a maximum of 10,000 shares (the Option Shares) of its Common Stock, $.01 par value per share (Common Stock), at the price of US$ per share, the fair market value of the Companys stock on the date of grant, on the following terms and conditions:

Capital Changes and Business Successions. It is the purpose of this option to encourage the Non-Employee Director Optionee to work for the best interests of the Company or any Related Corporation and its stockholders. Since, for example, that might require the issuance of a stock dividend or a merger with another corporation, the purpose of this option would not be served if such a stock dividend, merger or similar occurrence would cause the Non-Employee Director Optionees rights hereunder to be diluted or terminated and thus be contrary to the Non-Employee Director Optionees interest. The Plan contains extensive provisions designed to preserve options at full value in a number of contingencies. Therefore, provisions in the Plan for adjustment with respect to stock subject to options and the related provisions with respect to successors to the business of the Company are hereby made applicable hereunder and are incorporated herein by reference.

Capital Changes and Business Successions from Non Qualified Stock Option Agreement

Lionbridge Technologies, Inc. a Delaware corporation (the Company), hereby grants as of ___________ to <<FirstName>> <<LastName>> (the Non-Employee Director Optionee) an option to purchase a maximum of <<Number1>> shares (the Option Shares) of its Common Stock, $.01 par value per share (Common Stock), at the price of US$_______ per share, the fair market value of the Companys stock on the date of grant, on the following terms and conditions:

Capital Changes and Business Successions. It is the purpose of this option to encourage the Non-Employee Director Optionee to work for the best interests of the Company or any Related Corporation and its stockholders. Since, for example, that might require the issuance of a stock dividend or a merger with another corporation, the purpose of this option would not be served if such a stock dividend, merger or similar occurrence would cause the Non-Employee Director Optionees rights hereunder to be diluted or terminated and thus be contrary to the Non-Employee Director Optionees interest. The Plan contains extensive provisions designed to preserve options at full value in a number of contingencies. Therefore, provisions in the Plan for adjustment with respect to stock subject to options and the related provisions with respect to successors to the business of the Company are hereby made applicable hereunder and are incorporated herein by reference.