Lionbridge Technologies (LIOX)

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The Audit Committee of the Company’s Board of Directors is charged pursuant to its Charter with reviewing, approving and ratifying any related person transaction. The term “related person transaction” refers to any transaction required to be disclosed in the Company’s filings with the SEC pursuant to Item 404 of Regulation S-K (a “Related Person Transaction”). In considering any Related Person Transaction, the Audit Committee considers the facts and circumstances regarding such transaction, including, among other things, the amounts involved (including whether the transaction amount exceeds $120,000), the relationship of the related person (including those persons identified in the instructions to Item 404(a) of Regulation S-K) with the Company and the terms that would be available in a similar transaction with an unaffiliated third-party. The Audit Committee also considers its fiduciary duties, the Company’s obligations under applicable securities law, including disclosure obligations and director independence rules, and other applicable law in evaluating any Related Person Transaction. The Audit Committee reports its determination regarding any Related Person Transaction to the full Board of Directors at the next regularly scheduled meeting of the Board of Directors. No potential Related Person Transactions were brought to the Audit Committee for consideration in 2008.

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

In accordance with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, during 2007, two (2) Executive Officers established written plans which provides for the automatic sale of a specified number of shares of Common Stock in accordance with the guidelines of the written plan. Mr. Broekmate’s plan provided for the sale of 7,500 shares each calendar quarter if the stock price is at or above $6.00 per share. Ms. Shannon’s plan provided for the sale up to 7,500 shares each calendar quarter in 2007, through sales of 5,000 shares if the stock price is at or above $7.00 per share but below $9.00 per share, and an additional 2,500 shares each calendar quarter if the stock price is at or above $9.00 per share.

In addition, the Company provides localization services to Boston Scientific Corporation, and Mr. Goodman, a director of the Company, also served as an officer of Boston Scientific Corporation during 2007, but has no direct or indirect interest in the services. Services are provided on standard terms and negotiated at arms’ length. During 2007, Lionbridge recognized approximately $5,000 of revenue in connection with these services.

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

In accordance with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, during 2006, five (5) Executive Officers established written plans which provides for the automatic sale of a specified number of shares of Common Stock in accordance with the guidelines of the written plan. Mr. Cowan’s plan provides for the sale of up to 300,000 shares through January 2007, through sales of 15,000 shares each month beginning in February 2006, provided the stock price is at or above $6.95 per share and an additional 10,000 shares each such month if the stock price is at or above $7.95 per share. Mr. Lifshatz’s plan provided for the sale of up to 200,000 shares during 2006, through sales of 50,000 shares each month beginning in February 2006, provided the stock price is at or above $7.00 per share. Mr. Broekmate’s plan provided for the sale of 7,500 shares each calendar quarter if the stock price is at or above $6.00 per share. Ms. Shannon’s plan provided for the sale of up to 7,500 shares per calendar quarter in 2006, through sales of 5,000 shares if the stock price is at or above $7.00 per share but below $9.00 per share, and an additional 2,500 shares each calendar quarter if the stock price is at or above $9.00 per share. Mr. Maripuri’s plan provided for the sale of up to 15,000 shares, through sales of 5,000 shares in a calendar quarter in 2006 if the stock price is at or above $7.50 per share but below $9.00 per share, an additional 5,000 shares each calendar quarter in 2006 if the stock price is at or above $9.00 per share but below $11.00 per share, and an additional 5,000 shares each calendar quarter if the stock price is above $11.00 per share. As of the end of 2006, Messrs. Lifshatz and Maripuri’s and Ms. Shannon’s plans have expired. Ms. Shannon has established a new plan with respect to sales in 2007 that provides for the sale up to 7,500 shares each calendar quarter in 2007, through sales of 5,000 shares if the stock price is at or above $7.00 per share but below $9.00 per share, and an additional 2,500 shares each calendar quarter if the stock price is at or above $9.00 per share.

In addition, the Company provides localization services to Boston Scientific Corporation, and Mr. Goodman, a director of the Company, also serves as an officer of Boston Scientific Corporation, but has no direct or indirect interest in the services. Services are provided on standard terms and negotiated at arms’ length. During 2007, Lionbridge recognized approximately $190,000 of revenue in connection with these services.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

In accordance with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, during 2005, five (5) Executive Officers established written plans which provides for the automatic sale of a specified number of shares of Common Stock in accordance with the guidelines of the written plan. Mr. Cowan’s plan provides for the sale of up to 300,000 shares through January 2007, through sales of 15,000 shares each month beginning in February 2006, provided the stock price is at or above $6.95 per share and an additional 10,000 shares each such month if the stock price is at or above $7.95 per share. Mr. Lifshatz’s plan provides for the sale of up to 200,000 shares during 2006, through sales of 50,000 shares each month beginning in February 2006, provided the stock price is at or above $7.00 per share. Mr. Broekmate’s plan provides for the sale of 7,500 shares each calendar quarter if the stock price is at or above $6.00 per share. Ms. Shannon’s plan provides for the sale of up to 7,500 shares per calendar quarter, through sales of 5,000 shares if the stock price is at or above $7.00 per share but below $9.00 per share, and an additional 2,500 shares each calendar quarter if the stock price is at or above $9.00 per share. Mr. Maripuri’s plan provides for the sale of up to 15,000 shares, through sales of 5,000 shares in a calendar quarter if the stock price is at or above $7.50 per share but below $9.00 per share, an additional 5,000 shares each calendar quarter if the stock price is at or above $9.00 per share but below $11.00 per share, and an additional 5,000 shares each calendar quarter if the stock price is above $11.00 per share.

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

In accordance with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, during 2004, each of Rory Cowan, the Chief Executive Officer and a director of the Company, Henri Broekmate, Senior Vice President for Global Client Services and Paula Shannon, Senior Vice President and Chief Sales Officer, established a written plan which provides for the automatic sale of a specified number of shares of Common Stock in accordance with the guidelines of the written plan. Mr. Cowan’s plan provides for the sale of 10,000 shares per month provided the stock price is at or above $7.95 during such month; and up to 15,000 shares in any month provided that the stock price is at or above $8.95 shares during such month. Mr. Broekmate’s plan provides for the sale of up to 7,500 shares per month provided that the stock price is at or above $5 during such month; and Ms. Shannon’s plan provides for the sale of up to 10,000 shares per month, provided the stock price is between $6 and $7 during such month, up to 15,000 shares provided the stock price is at or above $7 and $9 during such month, and 20,000 if the stock price is above $9 during such month.

Lionbridge has been engaged to provide localization services for Boston Scientific for which it receives equal and customary compensation. Mr. Goodman, a director of the Company, is Senior Vice President and President, International, of Boston Scientific. During 2004, approximately $77,000 of services was provided by the Company to Boston Scientific.

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Item 13.    Certain Relationships and Related Transactions

Certain information relating to certain relationships and related transactions is incorporated by reference herein from Lionbridge’s proxy statement in connection with its annual meeting of stockholders expected to be held in the second quarter of 2005, which proxy statement will be filed with the Securities and Exchange Commission not later than 120 days after the close of Lionbridge’s year ended December 31, 2004.