LIONBRIDGE TECHNOLOGIES, INC.
1998 STOCK PLAN
1. Purpose . The purpose of the Lionbridge Technologies, Inc. 1998 Stock Plan (the “Plan”) is to encourage key employees
of Lionbridge Technologies Holdings, Inc. (the “Company”) and of any present or future parent or subsidiary of the Company
(collectively, “Related Corporations”) and other individuals who render services to the Company or a Related Corporation, by
providing opportunities to participate in the ownership of the Company and its future growth through (a) the grant of options
which qualify as “incentive stock options” (“ISOs”) under Section 422(b) of the Internal Revenue Code of 1986, as amended
(the “Code”); (b) the grant of options which do not qualify as ISOs (“Non-Qualified Options”); (c) awards of stock in the
Company (“Awards”); (d) opportunities to make direct purchases of stock in the Company (“Purchases”) and (e) stock
appreciation rights (“Stock Appreciation Rights”). Both ISOs and Non-Qualified Options are referred to hereafter individually as
an “Option” and collectively as “Options.” Options, Awards, authorizations to make Purchases and Stock Appreciation Rights
are referred to hereafter collectively as “Stock Rights.” As used herein, the terms “parent” and “subsidiary” mean “parent
corporation” and “subsidiary corporation,” respectively, as those terms are defined in Section 424 of the Code.
2. Administration of the Plan.
A. Board or Committee Administration . The Plan shall be administered by the Board of Directors of the Company
(the “Board”) or, subject to paragraph 2(D) (relating to compliance with Section 162(m) of the Code), by a committee
appointed by the Board (the “Committee”). Hereinafter, all references in this Plan to the “Committee” shall mean the Board
if no Committee has been appointed. Subject to ratification of the grant or authorization of each Stock Right by the Board
(if so required by applicable state law), and subject to the terms of the Plan, the Committee shall