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"); and
(d) opportunities to make direct purchases of stock in the Company ("Purchases"). Both ISOs and Non-
Qualified Options are referred to hereafter individually as an "Option" and collectively as "Options." Options,
Awards and authorizations to make Purchases 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 have the authority to (i) determine to whom (from among the class of employees
eligible under paragraph